Here you can find our Terms and Conditions.
Terms and Conditions for Users apply to all users of our website and contain specific regulations for companies and it’s employees that are using Nearworking.
Terms and Conditions for Operators apply to all companies that list their workspaces, meeting rooms and other products on our website and are complementary to the Terms and Conditions for Users.
The Nearworking Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and book services. Members who publish and offer services are “Operators”, Members that buy Credits, invite employees or other people to the Nearworking Platform and to use their Credits are “Enablers” and Members who search for, book, or use services are “Coworkers.” Operators offer flexible workspace (“Workspaces”), meeting rooms (“Meeting Rooms”), and a variety of other services (collectively, “Operator Services,” and each Operator Service offering, a “Listing”). You must register a respective account to access and use many features of the Nearworking Platform, and must keep your account information accurate. As the provider of the Nearworking Platform, Nearworking does not own, control, offer or manage any Listings or Operator Services. Nearworking is not a party to the contracts entered into directly between Enablers and Operators, nor is Nearworking a real estate broker. Nearworking is not acting as an agent in any capacity for any Member.
If you are an Operator, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Operator Services.
Enabler & Coworker Terms
1. Searching and Booking on Nearworking
1.1. Searching: You can search for Operator Services by using criteria like the type of Operator Service or Workspace location. You can also use filters to refine your search results.
1.2. Booking: When a Coworker books a Listing, the Enabler agrees that the respective amount of Credits is deduced from the Enablers account to pay all charges for the booking.
1.3. When you receive the booking confirmation, a contract for Operator Services (a “Reservation“) is formed directly between the Enabler and the Operator. In addition to these Terms, the Enabler and the Coworker will be subject to, and responsible for complying with, all terms of the Reservation, including without limitation, the Operators house rules, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing.
1.4. Workspace Reservations: A Workspace Reservation is a limited license to enter, occupy and use the Workspace. If you stay past checkout, the Operator has the right to make you leave in a manner consistent with applicable law, including by imposing reasonable overstay penalties.
1.5. Reservations for Meeting Rooms and Other Operator Services: An Meeting Room or other Operator Service Reservations entitle you to use or consume that Operator Service.
1.6. Cancellations and Refunds: In general, if you cancel a reservation, the amount refunded to you is determined by the cancellation policy that applies to that reservation.
1.7. Your Responsibilities: You are responsible for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Workspace or Meeting Room. For example, this means: (i) you are responsible for leaving an Workspace (and related personal property) in the condition it was in when you arrived, (ii) you are responsible for paying all Damage Claim amounts necessary to cover damage that you, your Coworker(s) or your invitees cause to an Workspace, and (iii) you must act with integrity, treat others with respect and comply with applicable laws at all times. If you are booking for an additional Coworker who is a minor or if you bring a minor to an Operator Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
2. Operating on Nearworking
2.1. Operator: As an Operator, Nearworking offers you the right to use the Nearworking Platform to commercialize your Workspace, Meeting Room, or other Operator Service through the Nearworking Platform. You can create a Listing and you set your price, availability, and rules for each Listing. Your relationship with Nearworking in subject to the additional Operator T&C.
2.2. Contracting with Enablers: When you accept a booking request, or receive a booking confirmation through the Nearworking Platform, you are entering into a contract directly with the Enabler, and are responsible for delivering the Operator Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Nearworking’s service fee (and applicable taxes) for each booking. Nearworking will deduct amounts you owe directly from your payout unless we and you agree to a different method. Any terms or conditions that you include in any supplement contract with Enablers and Coworkers must: (i) be consistent with these Terms, the information provided in your Listing and must be prominently disclosed in your Listing description.
2.3. Independence of Operators: Your relationship with Nearworking is that of an independent individual or entity and not an employee, agent, joint venturer or partner of Nearworking, except that Nearworking acts as a payment collection agent. Nearworking does not direct or control your Operator Service and you understand that you have complete discretion whether and when to provide Operator Services and at what price and on what terms to offer them.
3. Managing Your Listing
3.1. Creating and Managing Your Listing: The Nearworking Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Operator Service, your price and any rules or requirements that apply to your Coworkers or Listing. You are responsible for your acts and omissions as well as for keeping your Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Operator Services and suggest you carefully review policy terms and conditions like coverage details and exclusions.
3.2. Know Your Legal Obligations: You are responsible for understanding and complying with any laws, rules, regulations and contracts with third parties that apply to your Listing or Operator Services.
3.3. Your Responsibilities: You are responsible for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Operator Services. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Nearworking Platform except those expressly authorized by us.
4. Off-Platform rules
4.1. Do not take people off of the Nearworking platform for new, partial, or future bookings or encourage Coworkers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Nearworking Platform.
4.2. The following non exhaustive list of behaviors are prohibited :
4.2.1. Contacting potential Enablers and Coworkers prior to booking on Nearworking to move the booking off of Nearworking (ex: offering discounts to book off of Nearworking)
4.2.2. Asking Coworkers to fill out forms, or call, email, or otherwise contact you via a non-Nearworking communications service prior to accepting booking requests
4.2.3. Canceling existing reservations and having Enablers or Coworkers rebook off of Nearworking
4.2.4. Asking or encouraging Enablers or Coworkers to book outside of Nearworking for repeat or future bookings
4.2.5. Including links or embedding buttons (ex: footers, headers) that take people off of Nearworking to another website in any messages to guests including emails.
4.2.6. Using contact information provided by Nearworking for other purposes that violate our Terms of Service
4.2.7. Selling, sharing, or using guest contact information for marketing communications or signing guests up for contact lists
4.2.8. You may not ask guests to review an Nearworking visit on a non-Nearworking website or fill out a survey regarding a Nearworking visit on a non-Nearworking website unless you are an approved Coworking-Partner. We want Coworkers to share their feedback directly on nearworking.space so that other Coworkers may benefit from their insights.
4.2.9. You may not ask Coworkers to create a separate account or register on another website or install a third-party app besides nearworking.space for purposes of gaining entry to a Workspace, unless prior consent of Nearworking.
5. Cancellations and Booking Modifications
As an Operator, you should not cancel on a Coworker without a valid reason under our or applicable law. If you cancel on a Coworker without such a valid reason, we may impose a cancellation fee and other consequences. If a Coworker receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Nearworking exceeds your payout, Nearworking may recover that amount from you, including by offsetting the refund against your future payouts. If we reasonably expect to provide a refund to a Coworker we may delay release of any payout for that Reservation until a refund decision is made.
6.1. Operator Taxes: As an Operator, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit or include in your price any applicable VAT or other indirect taxes income or other taxes (“Taxes“).
6.2. Tax Information: In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Nearworking may issue on your behalf invoices or similar documentation for VAT other Taxes for your Operator Services to facilitate accurate tax reporting by our Coworkers and their organizations.
After each Operator Service, Coworkers will have an opportunity post reviews. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates. Reviews are not verified by Nearworking for accuracy and may be incorrect or misleading.
Nearworking may charge fees (and applicable Taxes) to Operators and Coworkers for the right to use the Nearworking Platform. Any applicable fees are disclosed to Operators before publishing a listing and to Coworkers before making a booking. Except as otherwise provided on the Nearworking Platform, service fees are non-refundable.
10. Nearworking Platform Rules
10.1. Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.
10.1.1. Act with integrity and treat others with respect
10.1.2. Do not lie, misrepresent something or someone, or pretend to be someone else.
10.1.3. Be polite and respectful when you communicate or interact with others.
10.1.4. Do not discriminate against or harass others.
10.1.5. Do not scrape, hack, reverse engineer, compromise or impair the Nearworking Platform
10.1.6. Do not use bots, crawlers, scrapers or other automated means to access or collect data or other content from or otherwise interact with the Nearworking Platform.
10.1.7. Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Nearworking Platform or Content.
10.1.8. Do not decipher, decompile, disassemble or reverse engineer any of the software or hardware used to provide the Nearworking Platform.
10.1.9. Do not take any action that could damage or adversely affect the performance or proper functioning of the Nearworking Platform.
10.2. Only use the Nearworking Platform as authorized by these Terms or another agreement with us:
10.2.1. You may only use another Member’s personal information as necessary to facilitate a transaction using the Nearworking Platform as authorized by these Terms.
10.2.2. Do not use Members’ personal information to send commercial messages without their express consent.
10.2.3. You may use Content made available through the Nearworking Platform solely as necessary to enable your use of the Nearworking Platform as a Coworker, Enabler or Operator.
10.2.4. Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
10.2.5. Do not request, make or accept a booking or any payment outside of the Nearworking Platform to avoid paying fees, taxes or for any other reason.
10.2.6. Do not require or encourage Coworkers to open an account, leave a review, or otherwise interact, with a third party website, application or service before, during or after a reservation, unless authorized by Nearworking.
10.2.7. Do not book Operator Services unless you are actually using the Operator Services.
10.2.8. Do not use, copy, display, mirror or frame the Nearworking Platform, any Content, any Nearworking branding, or any page layout or design without our consent.
10.3. Honor your legal obligations:
10.3.1. Understand and follow the laws that apply to you, including privacy & data protection laws.
10.3.3. Do not use the name, logo, branding, or trademarks of Nearworking or others without permission.
10.3.4. Do not use or register any domain name, social media handle, trade name, trademark, branding, logo or other source identifier that may be confused with Nearworking branding.
10.3.5. Do not offer Operator Services that violate the laws or agreements that apply to you.
11. Copyright Notifications
If you believe that Content on the Nearworking Platform infringes copyrights, please notify us.
12. Termination, Suspension and other Measures
12.1. Term: The agreement between you and Nearworking reflected by these Terms remains in effect until either you or we terminate the agreement in accordance with these Terms.
12.2. Termination: You may terminate this agreement at any time by sending us an email or by deleting your account. Nearworking may terminate this agreement for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Nearworking may also terminate this agreement immediately and without prior notice and stop providing access to the Nearworking Platform if (i) you materially breach these Terms (ii) you violate applicable laws, or (iii) such action is necessary to protect the personal safety or property of Nearworking, its Members, or third parties (for example in the case of fraudulent behavior of a Member), or (iv) your account has been inactive for more than two years.
13. Member Violations:
13.1. If (i) you breach these Terms (ii) you violate applicable laws, regulations or third party rights, (iii) you have repeatedly received poor Reviews or Nearworking otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings, or (vii) such action is necessary to protect the personal safety or property of Nearworking, its Members, or third parties, Nearworking may:
- suspend or limit your access to or use of the Nearworking Platform and/or your account;
- suspend or remove Listings, Reviews, or other Content;
- cancel bookings; or
- suspend or revoke any special status associated with your account.
13.2. In case of non-material violations or where otherwise appropriate, you will be given notice of any intended measure by Nearworking and an opportunity to resolve the issue, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Members or third parties, or (iii) contravene applicable laws.
14. Effect of Termination
If you are an Operator and terminate your Nearworking account, any confirmed booking(s) will be automatically cancelled and your Coworkers will receive a full refund. If you terminate your account as a Coworker, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Nearworking Platform has been limited, or your Nearworking account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Nearworking Platform through an account of another Member.
15. Modification of these Terms
When we propose changes to these Terms, we will post the revised Terms on the Nearworking Platform and update the “Last Updated” date at the top of these Terms. We will provide you with notice of the proposed changes by email at least thirty (30) days before the date they become effective. If the proposed changes to these Terms are material, you will be asked to explicitly accept the revised Terms. Such notice will also inform you about your right to reject the proposed changes, the timeframe to do so, and your right to terminate the Agreement at any time before the effective date of the proposed changes as provided in these Terms. In case of (i) non-material changes to these Terms which do not affect its essential provisions, in particular, provisions defining the nature and scope of the services provided by Nearworking, or (ii) changes that are required by law, a legally binding court decision, or binding order of a competent authority, your continued use of the Nearworking Platform after the effective date of the proposed changes will constitute acceptance of the revised Terms.
16. Nearworking’s Role
16.1. We offer you the right to use a platform that enables Members to publish, offer, search for, and book Operator Services. When Members make or accept a booking, they are entering into a contract directly with each other. Nearworking is not and does not become a party to or other participant in any contractual relationship between Members. Nearworking is not acting as an agent for any Member.
16.2. We do not and cannot control the conduct or performance of Coworkers and Operators and do not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Operator Services or (ii) the truth or accuracy of any Listing descriptions, Reviews, or other Content provided by Members. You acknowledge that Nearworking has no general obligation to monitor the use of the Nearworking Platform and verify information provided by our Members, but has the right to review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Nearworking Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Member Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Where we remove or disable Content, we will notify a Member and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Members or third parties, or (iii) contravene applicable laws. Members agree to cooperate with and assist Nearworking in good faith, and to provide Nearworking with such information and take such actions as may be reasonably requested by Nearworking with respect to any investigation undertaken by Nearworking regarding the use or abuse of the Nearworking Platform.
17. Member Accounts
You must register an account to access and use many features of the Nearworking Platform. Registration is only permitted for legal entities and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Nearworking Platform. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You must immediately notify Nearworking if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. You are responsible and liable for activities conducted through your Nearworking Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials). If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers.
We do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Coworker, Operator, Operator Service, Listing or third party and we do not warrant that verification, identity or background checks conducted on Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member being “verified” (or similar language) indicate only that the Member or Nearworking has completed a relevant verification or identification process and nothing else. We are not responsible for outages or disruptions of the Internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of the Nearworking Platform. Nearworking may, temporarily and under consideration of the Members’ legitimate interests (e.g. by providing prior notice), restrict the availability of the Nearworking Platform or certain features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Nearworking Platform.
Nearworking is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. For any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents Nearworking’s liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of Nearworking in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of Nearworking is excluded.
20.1. To the maximum extent permitted by applicable law, you agree to release, defend (at Nearworking’s option), indemnify, and hold Nearworking harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
20.1.1. your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our additional legal terms, policies, or standards,
20.1.2. your improper use of the Nearworking Platform,
20.1.3. your interaction with any Member, stay at a Workspace, use of a Meeting Room or other Operator Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use,
20.1.4. your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or
20.1.5. your breach of any laws, regulations or third party rights such as intellectual property or privacy rights. The indemnification obligation only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of a contractual obligation.
21. Applicable law and Jurisdiction
These Terms are governed by and construed in accordance with Belgian law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Belgian law. As a consumer, you may bring any judicial proceedings relating to these Terms before the competent court of your place of residence or the competent court of Nearworking’s place of business in Belgium. If Nearworking wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of courts of Namur, Belgium.
22.1. Interpreting these Terms: Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms constitute the entire agreement between Nearworking and you pertaining to your access to or use of the Nearworking Platform and supersede any and all prior oral or written understandings or agreements between Nearworking and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Nearworking. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.2. No Waiver: Nearworking’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
22.3. Assignment: You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Nearworking’s prior written consent. Nearworking may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
22.4. Notice: Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Nearworking via email.
22.5. Third-Party Services: The Nearworking Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Nearworking is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
22.6. Nearworking Platform Content: Content made available through the Nearworking Platform may be protected by copyright, trademark, and/or other laws. You acknowledge that all intellectual property rights for that Content are the exclusive property of Nearworking and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Nearworking Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Nearworking grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Nearworking Platform and accessible to you, solely for your personal and non-commercial use.
22.7. Force Majeure: Nearworking shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Capitalized terms have the meanings of their definitions:
“Commission” means the commission payable by Partner to Nearworking in accordance with these Operator T&C.
“Credit” means the accounting unit within the Platform used to pay for Products.
“Customer” means the person or entity purchasing Credits on the Platform in order for associated Users to pay for Products.
“Data Protection Laws” means all applicable laws, regulations and standards relating to data protection and privacy, including but not limited to Regulation (EU) 2016/679.
“Fees” means all fees payable from Nearworking to Partner according to Schedule 1.
“Minimum Payment Threshold” means the minimum amount of Fees accrued by a Partner in order for Nearworking to pay out such Fees. It is EUR 100.
“Nearworking Partner Account” means the registration of Partner with Nearworking and the access of Partner to the self-service portal on the Platform.
“Platform” means the online marketplace operated by Nearworking on which Products are marketed and made available to purchase and where Partners can register and access their Nearworking Partner Account.
“Products” means access passes for workspace, meeting rooms and any other product or service sold by Partner to Users for Credits.
“Purchase” means the purchase of a Partner Product by a User on the Platform.
“User” means a person associated to a Customer account that is entitled to use this Customer’s Credits for Purchases.
“User Information” means personally identifiable information of individual Users, including name, address, phone number, e-mail address, date of birth, social security number, credit card information, driver’s license number, account numbers, PINs and/or passwords, and any other information that could reasonably identify a person or entity.
2. Contractual relationship
2.1. Any Products bought from Partner by Users create a direct contractual relationship between the Customer associated with this User and Partner. Nearworking acts as the Platform provider and intermediary for which Nearworking earns a Commission from Partner. The Customer buys Nearworking Credits as pre-payments which Nearworking pays to Partner as Fees after a Purchase has been made. Nearworking itself does not sell any Products or workspace.
3. Term and Termination
2.1. This Agreement commences as of the date of the last signature hereto (“Effective Date’) and shall continue until terminated by Nearworking or Partner as provided below (the “Term”).
Partner agrees to waive his right to terminate this agreement for a period of 5 years starting the Effective Date (“Initial Term”).
2.2. Nearworking may at any time terminate the Agreement with 1 month prior written notice to the end of each calendar month.
2.3. Partner may at any time terminate the Agreement after the Initial Term by giving Nearworking 3 month prior written notice to the end of each calendar month.
2.4. Any termination or suspension of this Agreement shall not, in any manner whatsoever, affect any Purchase existing prior to such termination or suspension.
2.5. Clauses 4, 10, 17, 18 & 25 will survive termination.
4. Effect of Termination
4.1. Upon termination of this Agreement for any reason, all licenses and rights granted to Partner pursuant to the Agreement will immediately terminate, and Partner shall cease to use the Platform. Partner shall delete any information or content gained in relationship with the Agreement, except those that Partner is required to keep by law or which are necessary to service existing Purchases.
4.2. Nearworking will pay Partner any outstanding Fees within 60 days after termination of this Agreement.
5. Exclusivity & Off-Platform Policy
5.1. Unless otherwise agreed upon with Nearworking, during the Term of this Agreement Partner will not enter into a similar agreement with any third party and Partner will not list his Products on any third party platform or marketplace.
5.2. Partner will not encourage Users to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Nearworking Platform. The following behavior is explicitly prohibited:
(a) Taking Users off of the Nearworking platform for new, partial, or future bookings, especially by:
● Contacting potential Users prior to Purchase on Nearworking to move the Purchase off of Nearworking (ex: offering discounts to book off of Nearworking)
● Asking Users to fill out forms, or call, email, or otherwise contact Partner prior to accepting Purchase requests
● Canceling existing full or partial reservations and having Users rebook off of Nearworking
● Asking or encouraging Users to book outside of Nearworking for repeat or future Purchases
● Including links or embedding buttons (ex: footers, headers) that take people off of Nearworking to another website in any messages to Users
(b) Asking Users for, or using, contact or identity information in ways unrelated to their their Purchase, or that compromise the quality of their use of the Products, especially by:
● Asking Users for contact information prior to Purchase
● Soliciting Users for their email, mailing address, or other communications channels after a Purchase
● Asking Users to send photos of their government ID prior to arrival except where required for legal or compliance reasons
● Asking for or using User’s contact information to settle additional payments outside of Nearworking’s Platform; all payments related to a Users Purchase, including extensions of a Purchase must go through Nearworking
● Using contact information provided by Nearworking for other purposes than agreed upon in this Agreement.
● Selling, sharing, or using User Information for marketing communications or signing Users up for contact lists
5.3. Partner is obliged to use the Nearworking booking system and maintain bookings and inventory always up to date and in order for any Purchase.
6. Partner obligations
6.1. Partner is responsible and liable for his own acts and omissions and is also responsible for the acts and omissions of anyone that Partner allows to participate in providing Products. Partner is responsible for setting his price and establishing rules and requirements for Partners listing.
6.2. Partner must describe any and all fees and charges in his listing description and may not collect any additional fees or charges outside the Platform except those expressly authorized by Nearworking.
7. Purchase Confirmation, Merchant of Record & Taxes
7.1. Nearworking will be the merchant-of-record in all Purchases. Upon completion of a Purchase, Nearworking will provide an electronic acknowledgment and voucher for such Purchase to the Customer and User.
7.2. Purchases will be processed in accordance with the applicable Nearworking and Partner Purchase terms and conditions.
7.3. For the avoidance of doubt, any fraud, chargebacks, refunds, or similar events associated with any Purchases or any other transactions made by a User shall be the responsibility of Nearworking as the merchant of record, and Partner shall have no liability with respect to any such events other than than Partner will not receive any Fees in such a case.
8. Customer Relationship & Support
8.1. Nearworking will provide the User with support via email or phone.
9. Representations and Warranties
9.1. Each Party represent and warrant to the other Party that: (a) they have full power and authority to execute and deliver this Agreement, and have all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform their respective obligations and exercise their rights hereunder, and (b) they shall comply with all applicable international, federal, state and local laws and regulations (including but not limited to tax laws, consumer protection and data privacy laws).
9.2. Partner warrants that Partner is not a consumer and is using the Services as a corporate entity or business enterprise. Each Party further represents and warrants that their respective entity is duly organized and validly existing in accordance with the laws of the country of its incorporation, that it has full corporate power and authority to execute and deliver this Agreement and has all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations hereunder. Each Party will not do or omit to do any act that, in the other Party’s sole opinion, may be likely to cause the other Party to be disparaged, defamed, discredited or brought into disrepute.
9.3. Each Party represents and warrants that (a) this Agreement constitutes a legal, valid and binding obligation upon it, enforceable in accordance with its terms by appropriate legal remedy; and that (b) the execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument or understanding to which it is a Party or by which it may be bound, nor violate any law or regulation of any court, governmental body or other agency having jurisdiction over it.
10. Intellectual Property, Content
10.1. Partner agrees and acknowledge that the Platform and all information, technology and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Nearworking or its licensors and Partner may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement.
10.2. Nearworking agrees and acknowledge that each Partner Site and all information, technology and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Partner or its licensors, and Nearworking may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement.
10.3. All licenses granted to Partner are personal and Partner may not assign, mortgage, charge or grant any liens or other rights in or to the licensed rights or otherwise transfer or sublicense the licensed rights without the prior written consent of Nearworking.
10.4. Each Party grants to the other Party the right to display that Party’s names, logos, marks and trademarks only for the purpose of advertising the distribution partnership as permitted hereunder, identifying the source of the information and the Parties’ responsibility for customer service, or for similar commercially reasonable purposes.
Nearworking grants Partner and its affiliated companies the right to (i) use its name and logo on each applicable Partner Site and its marketing materials to identify Nearworking as a supplier of Partner (ii) issue or release any announcement, statement, or other publicity or marketing materials relating to this Agreement to Partners existing customers, in each case, without the prior written consent of Nearworking. Announcements, statements, press releases, or other publicity or marketing materials relating to this Agreement that are addressed to the public or not exclusively to Partners existing customers via private communication such as emails, on a partner site or in closed user groups, need the prior written consent (email suffice) from Nearworking.
The rights granted under this 10.4 can be revoked immediately at any time by each Party.
11.1. Partner will indemnify and hold harmless, and at Nearworking’s request defend, Nearworking (including without limitation all companies in the Nearworking group and Nearworking’s affiliates) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a “Nearworking Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Nearworking Indemnified Party in connection with any third-party claim, suit, demand, action, or investigation brought against a Nearworking Indemnified Party directly or indirectly arising out of or relating to Partners breach (or a claim that, if true, would be a breach) of this Agreement, including, without limitation, any and all of Partners representations and warranties in this Agreement.
11.2. Nearworking will indemnify and hold harmless, and at Partner’s request defend, Partner and its Related Entities (including without limitation all companies in the Partner group and Partner’s affiliates) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a “Partner Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Partner Indemnified Party in connection with any third-party claim, suit, demand, action, or investigation brought against a Partner Indemnified Party directly or indirectly arising out of or relating to: (i) Nearworking’s breach (or a claim that, if true, would be a breach) of this Agreement.
12. Limitation of liability
12.1. Neither Party shall be liable to the other Party or any third-party for any indirect, incidental, exemplary or consequential loss or punitive damages under any circumstances, including, but not limited to, loss of revenues or loss of profits, or costs to procure substitute goods, even if advised of the risk of the loss or damages in advance. To the maximum extent permitted by law, each Party’s aggregate liability to the other Party shall not exceed EUR 10,000. None of the foregoing limitations shall apply to any Party’s breach of clause 16, 17 of this Agreement or the terms of any license, or either Party’s indemnification obligations under this Agreement, for which liability shall in each case be unlimited.
13. Fees, Commissions & Payment
13.1. Partner shall pay Nearworking a Commission per Purchase. Commissions are calculated on the basis of the Gross Purchase Value. For each Purchase Nearworking will apply the Commission rate as set out in Schedule 1 at the time of the respective Purchase.
13.2. All Commission amounts are understood to be gross. It is Nearworkings responsibility to pay all respective federal, local and state taxes on its Commissions.
13.3. Nearworking will deduce Commissions from moneys paid to Nearworking by Customers for Credits and Nearworking will pay Partner its Fees net of Nearworkings Commissions.
13.4. Partner acknowledges and agrees that it is Partner’s responsibility to provide Nearworking with accurate and complete payment information, and that Nearworking has no obligation to pay Partner any Fees unless or until Partner has provided such information. Any claim for Fees not paid out due to a lack of proper payment information expires 6 month after its due date.
14. Minimum Payment Threshold
14.1. In the event the total amount of Fees due in any month is less than the Minimum Payment Threshold, then payment will be withheld until the earlier of
(a) such time as the total Fees due (including the previously withheld amount) in a subsequent calendar month are equal to or greater than the Minimum Payment Threshold, or
(b) the termination of this Agreement.
15. Use of the Nearworking Partner Account
15.1. Partner is responsible for any use of Partners’ Nearworking Partner Account, including with respect to any access or use of the Nearworking Partner Account by employees or third-parties.
15.2. Partner is responsible for making sure that passwords and other sensitive commercial information is stored using industry standard security. In the event of a confirmed breach or accidental disclosure of sensitive personal information, Partner must notify Nearworking immediately by email to firstname.lastname@example.org
16.1. Except as specifically provided in this Agreement, Nearworking does not make, and expressly disclaims, any representations or warranties in connection with Purchases, the Platform, or other subject matter under this agreement, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement of third-party rights, title, any warranties arising out of a course of performance, dealing or trade usage. Nearworking does not guarantee that the Product information or the Platform will be always available, accessible, timely, or error-free. Nearworking makes no guarantee, warranty or representation as to the amount of commission that may be generated by Partner pursuant to this agreement.
16.2. Notwithstanding the foregoing, Nearworking represents and warrants that (i) it shall perform the services hereunder in a professional and workmanlike manner, and in accordance with general industry standards and applicable laws and (ii) that the Platform shall maintain an uptime and other performance metrics which are consistent with industry standards.
17.1. During the course of this Agreement each Party (“Receiving Party”) may receive confidential and/or proprietary information relating to the other Party (“Disclosing Party”), their corporate group, and/or to the Services that is not known to the general public (including, without limitation, all information pertaining to Commissions, the Platform, and the Operator T&C) (“Confidential Information”). Receiving Party agrees that: (a) all Confidential Information will remain Disclosing Party’s exclusive property; (b) Receiving Party will use Confidential Information only as is reasonably necessary for Receiving Party’s participation in this Agreement; (c) Receiving Party will not directly or indirectly (including through a third-party) otherwise disclose Confidential Information to any individual, company, or other third-party; and (d) Receiving Party will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Notwithstanding the foregoing, Confidential Information may be disclosed pursuant to the lawful requirement or order of a court or governmental agency, provided that, upon the Receiving Party’s receipt of a request for such a disclosure, the Receiving Party gives prompt notice thereof to the Disclosing Party (unless such notice is not possible under the circumstances) so that the Disclosing Party may have the opportunity to intervene and contest such disclosure and/or seek a protective order or other appropriate remedy.
18. Privacy, Data & Security
18.1. Each Party shall ensure that any collection, use and disclosure of User Information obtained by such Party pursuant to this Agreement complies with Data Protection Laws. Neither Party shall send any unsolicited commercial email or other online communication (e.g., “spam”) to Users.
18.2. Both Parties take all appropriate measures to secure the confidentiality of User Information and to protect such User Information from unauthorized use or disclosure.
18.3. If either Party shares any personal data (whether User Information or otherwise) with the other Party pursuant to this Agreement, each Party shall only process the personal data in accordance with Data Protection Laws.
19. Force majeure
19.1. If either Party should be prevented, hindered or delayed in the performance of any obligation hereunder due to an Event of Force Majeure, such Party shall be excused from further performance (to the extent that such Party is prevented, hindered or delayed by the Event of Force Majeure) upon notice to the other Party stating the reason for such nonperformance. As used in this Agreement, “Event of Force Majeure” means (a) an act of God or public enemy, fire, explosion, perils of the sea, lightning, earthquake, storm, flood, declared or undeclared war, revolution, insurrection, riot, act of piracy, act of terrorism, sabotage, blockade, embargo, accident, epidemic or quarantine, (b) action by a governmental authority, a court, appointment of a receiver or mortgagee in possession, or an assignment for the benefit of creditors, (c) a strike, lockout or other labor unrest resulting from any cause and whether or not the demands of the employees involved are reasonable or within the Party’s power to concede, or (d) any other cause or circumstance beyond the Party’s reasonable control. For the avoidance of doubt, the cancellation policy regarding Users shall be governed by the cancellation policy confirmed by such User at the time of Purchase.
20. Entire Agreement; Modifications; Waivers
20.1. This Agreement constitutes the entire agreement between the Parties pertaining to its subject matter, and supersedes all prior and contemporaneous agreements, arrangements and understandings between the Parties with respect to such subject matter. This Agreement may not be amended or modified except in writing and signed by both Parties. In no event will a waiver of any right hereunder constitute the waiver of the right in a future instance unless the waiver so specifies in writing. Any modification, amendment, or waiver effected in accordance with this Section shall be binding upon each of the Parties, and each of their respective successors and assigns.
21. No Assignment
21.1. Each Party may not assign this Agreement in whole or in part or delegate any of its right or obligations hereunder without the other Party’s prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.
22.1. If one or more provisions of this Agreement are held to be unenforceable under applicable law the Parties agree to renegotiate the provision in good faith. In the event the Parties cannot reach a mutually agreeable and enforceable replacement for the provision, then: (i) the provision shall be excluded from this Agreement; (ii) the balance of this Agreement shall be interpreted as if the provision were so excluded; and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
23. Relationship of the Parties
23.1. The relationship created by this Agreement is solely that of independent contractors and the Parties hereby acknowledge and agree that nothing in this Agreement will be deemed to constitute either Party as an employee or an agent of the other Party. This Agreement will not be construed as constituting a partnership or creating any other form of joint venture. Neither Party will have any power or express or implied authorization to bind the other Party or to assume or to create any obligation or responsibility, express or implied, on behalf of the other Party or in the other Party’s name. Each Party will not make any statement, whether on Partners site, Platform or otherwise, that would contradict anything in this section.
24.1. Unless otherwise provided herein, all notices under this Agreement shall be in writing with such notices deemed to have been given upon sending/posting):
Rue chant d’oiseaux 498 C
with copy to email@example.com
25. Governing Law and Jurisdiction
25.1. This Agreement and the rights and obligations of the Parties will be construed in accordance with and governed by the laws of Belgium without its conflict of law provisions. The Parties submit to the exclusive jurisdiction of the courts in Namur, Belgium.
Schedule 1 – Commission & Fees
Unless agreed upon separately, Nearworking undertakes to pay Partner:
70% of Gross Purchase Value of all Producs sold by Partner as Fees & Nearworking keeps 30% of Gross Purchase Value as Commission.
Nearworking Fees are paid in the calendar month following the sale of any Product if the Minimum Payout Threshold is met.
Nearworking pays all Fees via third-party service “Stripe”, hence Partner needs to have and maintain a working Stripe account at all times. Any payment processor fees are covered by Nearworking.