Terms and Conditions

Use of our Services

As a member of Swivl it is presumed that you own and operate your own business and it is understood that you are not an employee of Swivl. You do not have the right or permission to “live” in the building or portions of the building in which Swivl offers offices, workstations, conference and board rooms, workspaces or meeting spaces (the “Premises”) and do not have any residential tenant rights. Your rights to the Premises are not exclusive. As part of its services offering, Swivl may provide you with access to the Premises, high-speed and secure Internet access, printer and scanner station, smart TVs for videoconferencing and presentations, kitchen and vending machines, coffee makers, mini fridges, furnished balcony, furniture, knowledge resources, including access to an online member only platform, workshops, and other services (collectively, the “Services”).

Access to Swivl and its Premises varies by membership plan and is controlled by the door access system. Please refer to the Membership Fees Schedule at the end of this agreement for current access privileges.

As a condition of your use of the Services, you agree not to use the Services for any purpose that is illegal, not permitted under applicable law or prohibited by these T&Cs. You hereby represent and warrant that at all times you and your guest have conducted and will conduct your operations ethically and in accordance with all applicable laws. You may not use our Premises or the Services to perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other members, or our or their employees, guests or property, including without limitation the Premises. You may not use the Services in any manner that could damage, disable, overburden, or impair any Swivl server, or the network(s) connected to any Swivl server, or interfere with any other person’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Swivl server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. As Swivl is a collaborative workspace, you are prohibited from taking, copying or using any information or intellectual property belonging to other members or their guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

You are not permitted to use the Premises in a retail, medical, or other capacity involving frequent visits by members of the public, as a residential or living space, or for any exclusively non-business purpose. You may not sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Premises, or obtain a license for such sale, manufacture, importation, or distribution using the Premises; use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use. You may not bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Premises.

Apart from these T&Cs, we do not have any “office rules”, however it is expected that you will use the Premises quietly at all times and not disrupt any of the other members. While our Services include conference rooms where you can video and phone calls, please be mindful of the other members. Your membership may be revoked by us, in our sole discretion, for poor behaviour. Please enjoy the convenience of our resources but don’t abuse them; refreshments, paper and other supplies are for consuming while at Swivl. You are required to keep the Premises clean, organized, and respectable after you use them. Any damage caused to the furniture, equipment or otherwise after your use of the Premises will be at your sole cost and expense. Be responsible and respectful with your internet usage. No BitTorrent or illegal online activities are permitted by members or their guests over the Swivl internet or service. We are required to comply with local authorities with respect to investigations into illegal activities conducted using our Premises and our Services.

Security

Swivl controls access to the building and the Premises using an electronic door access system. You must have a fob or digital key on your smartphone (mobile credential) to gain access to the space as it is locked 100% of the time except during events when the door is monitored by staff. Your access is automatically set based on your membership plan including times which your fob or mobile credential will work.

Never let anyone into the Premises that you are not willing to be personally responsible for. You are liable for the actions and damages of individuals whom you let in and are not permitted to access the Premises. All members should only use their own fob or mobile credential to enter and not just follow another member in. This gives us vital stats about use of the space that helps us make sound business decisions. You may not lend your fob or key to anyone else. Fobs, keys, key cards, and other such items used to gain physical access to the Premises remain our property. You must ensure that you safeguard our property, and you are required to promptly notify us and be liable for replacement fees should any such property be lost, stolen or destroyed.

The space is also outfitted with security cameras. Security footage will be reviewed in the event of theft, damage or other impropriety. Footage is saved for a limited amount of time so if you experience a theft or damage to personal or Swivl property, please report it immediately.

COVID-19 and a Healthy Space

In an effort to keep Swivl a healthy place for everyone to work and to avoid becoming a COVID hot spot we ask that if you are feeling sick, have a fever or cough that you refrain from coming into Swivl and that you respect the government required health measures in place. Please let us know immediately so that we can ensure the proper cleaning measures & contact tracing.

Internet Access

Swivl makes every effort to provide fast and reliable internet access. Due to forces outside our control, it is possible we may experience outages from timeto- time. We do not provide refunds or compensate members for internet downtime. While Swivl provides the fastest available connection, it cannot guarantee quality of IP voice or video communications.

Pets

While we love pets, not everyone does so Swivl is a pet-free work environment; please keep your pets at home.

Disclaimer of Warranties and Limitation of Liability

To the maximum extent permitted by applicable law, Swivl provides the Services “as is” and with all faults, and hereby disclaims, with respect to the Services, all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with you. While we have security internet protocols in place WE DO NOT MAKE ANY REPRESENTATION AND CANNOT GUARANTEE ANY MAINTAINED LEVEL OF CONNECTIVITY TO OUR NETWORK OR TO THE INTERNET, NOR THE LEVEL OF SECURITY OF IT INFORMATION AND DATA THAT YOU PLACE ON IT. You should adopt whatever security measures (such as encryption) you believe are appropriate to you and your business or equipment and devices.

To the maximum extent permitted by the applicable law, in no event shall Swivl or its affiliates and their past, present and future officers, agents, shareholders, members, representatives, agents, mandataries, employees, successors and assigns be liable for any special, incidental, indirect, punitive, consequential or other damages whatsoever, including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, loss of privacy or loss of business opportunity, arising out of or in any way related to your participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Swivl, and even if Swivl has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Swivl’s total liability to you under or in connection with this Agreement shall be limited to the fees paid or payable by you in the last 12 months for time unused.

Indemnification

You release, and hereby agree to indemnify, defend and save harmless Swivl and its affiliates and their past, present and future officers, agents, shareholders, members, representatives, agents, mandataries, employees, successors and assigns, from and against all claims (including third party claims), liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of: (i) any breach or alleged breach of this Agreement by you or your guests, invitees or pets or any of their actions or omissions and your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Swivl in connection with the defense of such claim or lawsuit. You are responsible for the actions of and all damages caused by all persons and pets that you or your or their guests invite to enter any of the Premises, including but not limited to any vendors hired by you that enter the Premises.

We will indemnify you from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by us or our guests, invitees or pets or any of our or their actions or omissions, except to the extent a claim results from the gross or intentional fault or fraud of you.

Amendment

We reserve the right to change or remove any of the terms and conditions of, or add new terms or conditions to, this Agreement. We reserve the right to restrict, suspend or otherwise change the Services. We may modify, in whole or in part, the following elements: (i) the Services and your access thereto, (ii) security requirements, (iii) the fees associated with each membership, (iv) other elements of these T&Cs.

In the event that this Agreement or these T&Cs are modified, or any aspect of our Services is restricted, suspended or changed, we will provide you notice at least thirty (30) days before the amendment comes into effect. Such notice will be provided by sending you the amended T&Cs using your email address (if you have provided us with such an address), and setting out the new clause, or the amended clause and how it read formerly, and the date on which the change will come into effect. Upon receipt of such notice, and if the amendment entails an increase in your obligations or a reduction in our obligations, you may refuse the amendment and rescind or cancel the Services without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, at the email address indicated in the notice. If you do not exercise your right to rescind or cancel the Services by sending us notice no later than thirty (30) days after the amendment comes into force, your continued use of the Premises and our Services after such thirty (30)- day delay has expired will constitute your consent to be bound by the amendment.

Insurance

As a user, you are not required but it is strongly suggested that you maintain, at your own expense and at all times during your Commitment Term, personal property insurance and commercial general liability insurance covering you for property loss and damage, injury to yourself and your guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to you or your business. In addition you are responsible for maintaining, at your own expense and at all times during the membership, any applicable or required workers’ compensation insurance providing statutory benefits in accordance with applicable law and employer’s liability in an amount appropriate to your business. You shall provide proof of insurance upon our request. Swivl’s insurance covers Swivl property, not that of our members. As such, we are not responsible for any damage, loss or theft to your property.

Membership Payment and Payment Terms

The fees applicable to your membership (the “Membership Fees”) are outlined in the Membership Fee Schedule at the end of this Agreement and set out on the Membership Details Form. Your Membership Fees will be due monthly and in advance as of the first (1st) day of each month. Subject to the following sentence, you are obligated to make payment of all Membership Fees owed throughout the Commitment Term notwithstanding any early termination of the Agreement by you. In the event of an early termination of the Commitment Term of this Agreement by you, you and Swivl agree to work together to mitigate any loss suffered by Swivl and use commercially reasonable efforts to re-let your assigned Premises to another person on terms similar to the T&Cs contained in this Agreement and a membership fee of equal or greater value as contained in this Agreement. You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your membership as shown on your invoice. The membership fee set forth on the Membership Details Form covers the Services for only the number of members indicated in the Membership Details Form. Additional members will result in additional fees as set forth in the Membership Fee Schedule.

If payment for the Membership Fee or any other accrued and outstanding fee is not made by the date in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed in the membership Fee Schedule. All late fees are subject to increase from time to time at our sole discretion.

Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we will first apply funds to any balances which are in arrears (including any outstanding late fees) and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, withhold Services or terminate this Agreement.

You are required to promptly notify us of any change to your contact and/or payment information. We are entitled to charge you for any fees or expenses incurred by us as a result of incorrect or missing payment information or if your payment does not go through.

Membership Services Renewal and Termination

The Agreement and your commitment term will automatically renew based on the type of membership and term you have initially agreed to. If you have chosen a membership with a Commitment Term of four (4) months or less, this Agreement will be automatically renewed at the end of the initial Commitment Term for a period equal to the Commitment Term. If you have chosen a membership with a Commitment Term of more than four (4) months, this Agreement will be automatically renewed on a monthly basis after the initial Commitment Term. The T&C related to the Agreement must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of your membership agreement. Swivl reserves the right to terminate any Service at any time, immediately and without notice. This includes a termination for nonpayment or violation of the space rules and guidelines. If this happens, Swivl will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorated basis. Additional fees as set out in the Membership Fee Schedule will apply if you want to downgrade your membership (in length or type), however you are free to upgrade your membership and we will charge you the pro-rated fees, as applicable.

Swivl requires a fifteen (15) day renewal notice for monthly membership agreements and a forty-five (45) day renewal notice for quarterly, semi-annual and annual membership agreements. Swivl reserves the right to offer your reserved office and/or workspace to another member at the end of your contractual term failure to receive your renewal notice within the required deadlines.

In the event the Member is a legal entity and not a natural person, it hereby expressly waives the application of articles 2125 and 2129 of the Civil Code of Quebec.

Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Swivl or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Swivl, any analyses, compilations, studies or other documents prepared by Swivl or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential. You agree to maintain all Confidential Information in strict confident and not to disclose such Confidential Information to any third parties except as required under applicable law.

Privacy

You acknowledge and accept that we may collect and process personal information concerning you in the course of our provision of Services. Such personal information will be used and maintained in accordance with applicable law and used solely for the purposes providing our Services to you. We will use adequate safeguard measures in accordance with applicable law when storing any personal information obtained from you.

Relationship

The whole of the Premises remains in our possession and control at all times. Your agreement with us is a contract for the provision of Services and we are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and the Agreement and these T&Cs in no way shall be construed as to grant you or any other member or guest, any contractual rights under a lease, title, easement, lien, possession or related rights in our business, the Premises, or anything contained in or on the Premises. This Agreement creates no tenancy interest, leasehold estate, contractual rights under a lease, real right, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a co-ownership, fiduciary or agency relationship, or partnership or joint venture, for any purpose. You acknowledge and agree that you are entering into this Agreement for the purposes of and in the course of your trade, business and/or profession, and not as a consumer. Neither party will in any way misrepresent our relationship.

General

The Agreement and these T&Cs and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Province of Quebec and the federal laws applicable therein, and you agree that the courts of the Province of Quebec shall have exclusive jurisdiction over such disputes or claims.

You may not assign, transfer or deal in any other manner with any or all of your rights under this Agreement without the prior written consent of Swivl. We may at any time assign, transfer or deal in any other manner with any or all of its rights under this Agreement, provided that such dealing will not materially affect your rights under this Agreement or the obligations owed to you under this Agreement.

If Swivl fails to insist that you perform any of your obligations under the Agreement or these T&Cs, or if Swivl does not enforce its rights against you, or if Swivl delays in doing so, that will not mean that Swivl has waived its rights against you and will not mean that you do not have to comply with those obligations. If Swivl does waive a default by you, it will only do so in writing, and that will not mean that Swivl will automatically waive any later default by you.

If any provision of the Agreement or these T&Cs is determined to be unenforceable or invalid for any reason, then that provision will be deemed to be severed therefrom, as applicable, and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.