Last updated 15th March 2022

 

1. Parties

This Agreement is made between the following parties:

The service provider: Spacent Oy (Ltd) (hereinafter “Spacent”)
Business ID: 2941167-1
Address: Kaisaniemenkatu 4, 00100 Helsinki

Member: (hereinafter “Member”), registered for Spacent.

Spacent and the Member may also be referred to individually as ”Party” or collectively as ”Parties”. The Member’s employees, who are using the service platform (hereinafter also “Service”), are referred to as “Users”.

2. Definitions

In this Agreement, the following terms shall be defined as stated below. For the sake of clarity, it is noted that the definitions in Appendix 2 User terms only apply to the appendix in question.

“Mobile Application” shall mean Spacent’s user interface, in which the user can make reservations to spaces in the Spacent network of spaces or make reservations to Member’s own oce.

” Own Oce” shall mean facilities that are possessed by Member and, which Spacent adds in the service platform, but which only can be booked by the Users of the Member.

“Service” means the services determined in section 2 In whole or as agreed to be included in this agreement. Services included in this agreement have been listed on page 1.

“Working desks” shall mean facilities that can be booked in the service platform for own use according to the User terms.

“Workspace” means meeting rooms, project spaces or private oce rooms, which are available for reservations for the users of the Member or for restricted group of users of the Member.

Spacent and the Member may also be referred to individually as ”Party” or collectively as ”Parties”. The Member’s employees, who are using the service platform (hereinafter also “Service”), are referred to as “Users”.

3. Purpose of the Agreement

The purpose of this agreement and it ́s appendices (hereinafter “Agreement”) is to agree on the terms, under which Spacent provides platform service which enables Member’s users to reserve Working desks or Workspaces in the Spacent network of spaces or make reservations to Member’s own oce (hereinafter “Service”). The Service includes the following optional ways of booking the Working desks and Workspaces, which are priced in a separate offer:

Coworking pass

Users from the Member’s organization can access the platform and book working desks from the Spacent network of spaces. Working desk bookings are included in the fixed monthly fee. The fixed monthly fee includes a limited amount of users. Meeting rooms, private spaces and project spaces (hereinafter “Workspaces”) are available as additional purchases for the Member holding the Coworking pass.

Own Office Booking

Own Office Booking includes a Spacent mobile application as a tool for Member’s Users to manage and book working desks and workspaces and manage the capacity of Member’s own office. The Member will get access to Spacent Management Tool for adding and removing working desks and workspaces to and from Spacent, control their capacity and terms and limitations for reservations. The Member is responsible for instructing their Users how to use and book own spaces and is responsible for offering enough information about the spaces in Spacent. The deployment of Own Office Booking Service can be inquired from hello@spacent.com.

Meeting room package

Meeting room package includes a fixed amount of meeting room reservations in hours per month to the meeting rooms in Spacent network of spaces, agreed on a fixed monthly price. Meeting room reservations exceeding the agreed, fixed amount of hours per month, are invoiced separately from the Member based on the pricing in the Spacent mobile application.

4. General obligations and rights of Spacent

Spacent undertakes to deliver the Services in accordance with this Agreement, with due care and professionalism.

The Service is available for the User from the agreed day of commissioning of the Service.

Spacent is responsible for ensuring that the Service is available to the Member primarily round-the-clock (24/7/365), with the exception of temporary maintenance breaks. Spacent strives to notify in advance about installation, adjustment or maintenance operations within the Service, and strives to ensure that the installation, adjustment or maintenance operations do not cause undue disturbance to the use of the Service.

Spacent is, at its own cost and as part of its normal activities, responsible for maintaining, developing and improving the Service continuously, so that the Service remains functioning, compliant with law and good market practice, and that ongoing technical developments are taken into account within the Service.

Spacent undertakes to update all features which have been improved in the Service during the agreement period for the Users. If Spacent modifies the Service and that has effects to the Service provided to the Member, Spacent shall notify the Member in advance about such change.

If a Member would like to have specific functionalities in the Service, Parties shall agree separately and in advance on the development work, as well as recovery of the development cost. Irrespective of the Parties separate agreement over the cost recovery, all development results and/or intellectual property or any other rights in them shall be sole and exclusive property of and are vested in Spacent. For the sake of clarity, Spacent can utilize the development results or parts of them in its business without any restrictions.

Spacent is responsible for ensuring that the instructions for use of the Service are accessible for the Member and the User.

Spacent must respond to the Member’s contacts and make reasonable efforts to correct any errors in the Service without undue delay.

Spacent sets a variety of due diligence measurements to its customers based on its money laundering and terrorist financing risk assessment and the customer-specific risk it assesses. Spacent, investigates its customers backgrounds from various ocial registers and open data sources. Spacent may use strong electronic authentication or other applicable verification measures to verify the identity of its customers, customers representatives and customers beneficial owners. Spacent stores the collected customer identification data to its customer data.

In addition to Spacent’s general terms and conditions, Spacent’s Code of Conduct applies to Spacent’s customer relationships as applicable, which defines, among other things, the situations in which Spacent may refuse or terminate a customer relationship one-sidedly.

In situations where a User of the Member would breach the terms of this agreement or the Appendix 1 (User Terms), Spacent has a right to block the access of this User into the Service immediately.

Customer information and other personal information may be used to prevent, detect and investigate money laundering and terrorist financing. It can also be used to initiate an investigation into money laundering, terrorist financing or any crime that has generated proceeds, which are the subject of money laundering or terrorist financing activities.

5. General obligations of the Member

The Member undertakes to pay the service fees which have been agreed in this Agreement or separately in connection to the Service on time and in full.

In addition, the Member is responsible for performing the tasks under its responsibility in accordance with this Agreement and with due care. The Member ́s tasks are acquiring and ensuring the functionality of the devices, connections and software needed for using the Service, meaning that they have access to the mobile application or a web browser. Member is also responsible for providing up-to-date information to Spacent regarding own oce spaces needed for producing the Service and Spacent has up-to-date information at the time regarding the Users, who have the right to make bookings under Spacent. Users accept the User Terms (Appendix 1) before starting to use the Service while registering to the Spacent mobile application for the first time.

6. Rights to the Service, right to use the Service and other intellectual property rights

This Agreement has no effect on ownership of any intellectual property rights held by a Party prior to the Agreement.

The intellectual property rights to the Service and the materials of Spacent such as instructions, marketing material, logos etc and the amendments or modifications made to them belong to Spacent or to a third party.

The Member shall have the right to use the Service and the materials belonging to Spacent during the term of the Agreement. The Member shall immediately upon the termination of the Agreement discontinue the use of the Service and/or the use of Spacent’s materials. The Member has no right to resell or otherwise distribute the Service to third parties without written consent by Spacent.

The ownership of the Member’s material and intellectual property rights belong to the Member or to a third party specified by the Member. “Member’s material” means information or material transferred into the Service or otherwise provided by the Member to Spacent in connection with the Service, as well as information or materials concerning the Member which are created and/or processed within the Service.

Spacent has the right to use the Member’s material only for providing the Service. Spacent shall return all Member’s material to the Member on request upon termination of the Agreement. In case the Member has not requested a return of the material within 60 days from the day of termination of the Agreement, Spacent has the right to erase the Member’s material. However, Spacent always has the right to store such information from the Member’s material that is required to be retained according to law (e.g., bookkeeping material) or that Spacent needs in order to protect its rights in possible legal proceedings.

7. Spacent, Member, Users and GDPR

Spacent’s service offers its customers the possibility to manage the reservation of facilities in a system that only records the facilities and the time periods when the facility in question is free or reserved. Logging in to the system requires the creation of user ID’s for the customer and/or its employees. The main purpose of the service provided by Spacent is to reserve and manage facilities. Spacent defines what data users can enter into the system. By signing in, the users agree to the terms of use. By agreeing to the terms of use and when seeing the privacy policy for the service, the data subject understands what data is collected and by whom. Spacent also does not disclose user information to third parties. If necessary, the system can be used to trace the persons who used the system, but only if the authority so requires and in cooperation with the authority.

Spacent is independently responsible for the personal data collected and determines why and how the processing is to take place, e.g. what personal data is collected and processed, which third parties are granted access to the personal data processed and when the data is deleted. Spacent must therefore be regarded as the controller, who is responsible for collecting, storing and deleting the data required from its customers, i.e. the users.

8. Service Fees

The service fees are listed in the website of Spacent and at the time of the purchase accepted by the Member. The Services are subject to following monthly payments and fees:

• Spacent Memberships will be invoiced monthly in advance except in the case where a Free Trial Period is given to the Member,
• After the Free Trial Period Invoicing will take place in the beginning of each month for the Service used by Member during the following month.

Spacent can also charge any additional fees such as booking fees and fees for additional services in connection with the Service, for example separate booking fees for pay-per-use meeting rooms and project spaces. These fees may change time to time and fees valid at the time of the booking is informed within the Service.

Spacent has the right to revise the monthly fee annually and/or in case the scope of the Service is amended. The revised monthly fee shall become valid within 60 days from Spacent’s notice. If Member objects the change, Member has the right to terminate this Agreement in accordance with the clause 8.

The term of payment is 21 days net from the day of invoice. Interest on overdue payments shall accrue in accordance with the applicable law.

9. Validity and termination of the Agreement

This Agreement shall enter into force when both Parties have signed the Agreement, and it shall remain in force until terminated as agreed in this chapter.

In case of a termination of the Agreement by the Member, the termination period is 30 days from the termination notice. In case Spacent terminates the Agreement, the termination period is 90 days from the termination notice. The notice of termination shall be delivered to the Party in writing.

If Spacent has amended the terms and/or prices referred in paragraph 7 and the Member does not accept the amended terms or prices, the Member may terminate this Agreement by giving written termination notice to Spacent at least 30 days prior to when the change is planned to enter into force. The Agreement ends on the date the change was supposed to enter into force.

If a Party breaches this Agreement substantially without rectifying the breach within thirty (30) days from receiving a written notice thereof, the other Party has the right to declare the Agreement terminated with immediate effect. If the Member or it’s users neglect or breach the User terms or cause harm for Hosts, Spacent has a right to deny this user’s access to the “Service” immediately.

The termination of the Agreement for whatever reason will not affect such terms that are agreed, or by their nature intended, to survive the termination, for example intellectual property rights, confidentiality and clauses on governing law and dispute resolution.

10. Limitation of liability

Delay in taking the Service into use (ie. delay in the commissioning date), interruptions related to the availability of the Service or any errors in it do not give to Member any right to compensation or reimbursement of the monthly or service fees.

Neither Party shall be liable to the other Party for any indirect or consequential damages, such as production losses, lost income or lost profits.

Spacent’s liability is at all times limited to the amount(s) paid by the Member three (3) months prior to the occurrence of event of default.

Restrictions of liability shall not apply when the damages are caused intentionally or by gross negligence or by breaching the confidentiality stated in paragraph 10.

11. Confidentiality

The Parties undertake to keep confidential the materials and information received from each other, regardless of the form in which they are provided or whether they are

marked as confidential or not. This confidentiality obligation does not apply to the information which are intended to be published in the Service.

Party may use confidential information only for the purpose defined in this Agreement and only to the extent it is necessary with regard to the mentioned purpose. A Party shall have the right to disclose confidential information only to such employees, who have a justified need to obtain access to the confidential information. However, the foregoing confidentiality obligation shall not apply to materials of information, (a) which is in the public domain or otherwise public; or (b) which the Party has received from a third party without confidentiality; or (c) which was in possession of the receiving Party without a confidentiality obligation before receiving the information from the other Party; or (d) which a Party has independently developed without utilizing the material or information received from the other Party; or (e) a Party is obliged to publish or disclose according to law, regulation or other ocial order by an ocial authority or based on a court decision.

12. Applicable law and dispute resolution

The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods done at Vienna April 11, 1980 is excluded.

In the event no settlement can be reached by means of negotiations, any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The arbitration tribunal shall consist of one arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given in the English or Finnish language. All arbitration awards shall be final and binding on the Parties and enforceable in any court of competent jurisdiction. The Parties agree that the arbitration procedure and all thereto related material and information shall be treated as confidential information in accordance with section 12 of this Agreement.

The Parties have nevertheless right to claim for outstanding receivables under the Agreement at the district court of Helsinki.

Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect that Party’s interests in pending completion of the legal proceedings.

13. Amendments to the Agreement

Spacent may unilaterally amend the contents of Service, terms of this Agreement and/or it’s Appendices. However, the content of Appendix 1 can only be amended through a mutual decision by the Parties. If Member does not accept the new content or terms, the Member has a right to terminate this Agreement in accordance with paragraph 10. If the Member does not terminate this Agreement, the updated content and terms shall replace the former corresponding terms and become as part of this Agreement.

14. Appendices to the Agreement and order of validity

The following appendices shall form an integral part of this Agreement:

Appendix 1 User Terms
Appendix 2 Privacy Policy
Appendix 3 Spacent Code of Conduct

In the event of any discrepancy between the contents of this Agreement and its appendices, this Agreement shall prevail, and thereafter the appendices in numerical order, starting with the lowest number.