Whereas the parties have entered into a personal and non-transferable agreement for the provision of services, assignment of rights, and assignment of use of space, and whereas the Client is interested in the services offered by the Provider, the following terms are agreed:
Purpose
- The purpose of this agreement is the provision of general office services during the Provider’s business hours (Monday through Friday, from 08:30 to 18:00).
Selected Plan and Details
Selected plan:
- Prestigious Commercial Address;
- Secure, dedicated, and exclusive Tax Address;
- Mail management;
- Client reception and meeting room discount;
- Personalized Bilingual Telephone Answering Service;
Details of the service provided:
- Tax Address: The provision of the contracted address for tax use, including the registration, opening, or transfer of a single company, as well as registration with administrative bodies. If use of the address is detected for another company or CPF that does not yet have a signed agreement, another plan will be automatically charged.
- Receipt of mail: Receipt and administration of mail at the Provider’s address. If the Mail Forwarding service is used, mail will be selected and forwarded according to the Client’s instructions, with notice within up to 24 business hours.
- Items incompatible with a hanging file folder will be subject to a daily storage or room fee, according to the current price list, and the receipt of perishables, food, plants, chemical supplies, construction materials, automotive items, and appliances is prohibited.
- The disposal of mail must be requested in writing.
- The Client grants the Provider authority to receive, on its behalf, notices of violation, notifications, summons, judicial and extrajudicial service of process, and other documents from Public Authorities at the contracted address. Additionally, the Provider will receive everything that arrives, and there is no option to refuse receipt of any document. The Provider will have 24 business hours to notify the Client of any mail received.
- Office services: Occasional use of rooms, secretarial services, scanning, fax, and copies upon prior request, charged separately.
- Telephone Line / WhatsApp Business: Telephone line with personalized answering, call transfers, and message taking, which may be used for commercial purposes during the term of the agreement.
- Use of WhatsApp Business requires an active telephone answering plan, limited to one number and one device per plan.
Responsibilities
- The Provider undertakes to: Comply with the agreement and maintain absolute confidentiality regarding information, documents, and data, and may record calls for training and quality control purposes.
- The Client undertakes to: Be legally and judicially responsible for all acts, contracts, and activities of its company.
- Bear the costs of activating and deactivating the telephone line, when applicable.
First Paragraph: Each party shall be responsible for its own tax, labor, social security, severance fund, and insurance obligations.
Second Paragraph: The Provider shall not be responsible for loss, delays, or tampering with mail caused by the Postal Service, building reception, or outsourced services.
Third Paragraph: The Provider shall not be responsible for failures or interruptions caused by telephone operators or limitations of WhatsApp Business.
Fourth Paragraph: The Provider shall not be liable for damages arising from force majeure, technical failures, power outages, strikes, or events beyond its reasonable control.
Fifth Paragraph: The Client authorizes the processing of personal data strictly for the performance of the agreement, undertaking to keep its data updated and to protect its access to the Client Portal.
Payment of Monthly Fees and Services
- The monthly fee shall always be paid in advance and shall be made by bank payment slip or recurring credit card charge, according to the conditions set forth on the first page of the agreement.
First Paragraph: After the due date, a fine of 2% and interest of 0.033% per day shall apply, and the Provider may change the billing method upon prior notice.
- Mail forwarding costs will be posted to the services account.
- Services will be suspended after the 7th day of default, with reactivation after payment confirmation.
- The Client acknowledges the services rendered as due and authorizes collection through credit protection agencies and protest, with its partners/shareholders being jointly and severally liable in the event of default.
General Provisions
- Compliance: The parties undertake not to engage in acts of corruption, bribery, or improper payment, fully complying with anti-corruption, anti-bribery, and personal data protection laws, and acting in accordance with ethics, integrity, and good governance practices.
- Personal data may be processed exclusively for the performance of the agreement, with absolute confidentiality maintained. The Privacy Policy can be accessed at: https://www.virtualoffice.com.br/politica-de-privacidade/. The parties undertake to fully comply with the applicable legislation on personal data protection, including Law No. 13,709/2018 (LGPD). Each party shall act according to its respective role in the processing of personal data and shall be solely responsible for the processing carried out under its management and control. The Provider undertakes to adopt appropriate technical and organizational measures to protect the personal data processed under this Agreement, as well as to notify the Client, within a reasonable period, of any security incident that may affect the personal data of the Client, its employees, representatives, or partners.
- The Provider may change any market index if IGP-M or IPCA cease to exist, and may change the amounts of its extra services without the Client’s consent.
TERM AND TERMINATION
- The contract term shall be automatically and successively renewed in the absence of objection by the parties, until terminated. Prior notice shall be required regardless of the time elapsed under the contract: 30 days for contracts of up to 3 months, and 90 days for contracts longer than 3 months.
- The agreement may be canceled provided that the Client is up to date with its payments, and the Client shall only be exempt from payment of the monthly fees due after formalizing the cancellation request and presenting proof of deregistration or transfer of the company before the Public Authorities (Registry Office or Board of Trade, Federal Revenue, State Tax Office, and Municipal Government), websites, and professional bodies (OAB, CRM, etc.), evidencing the removal of the company from the Provider’s address before all Public Authorities, if the address was used for tax purposes. If proof of removal from the aforementioned address is not provided, the Client shall remain obligated to pay the monthly fee until the address is effectively changed or deregistered.
- Upon execution of this agreement, the Client shall pay the Provider an amount equivalent to one monthly fee, in advance, as a guarantee (hereinafter referred to as the “Initial Deposit”), which shall be returned to the Client at the end of the agreement, as provided herein. The refund of the original Initial Deposit, if any, shall occur within 30 days after the cancellation becomes effective, provided that the Client is up to date with its payments. The Initial Deposit shall be refunded to a domestic bank account held by the Client. In the event of refund of the Initial Deposit, it shall be returned to the Client by bank deposit, and it is agreed that the amount to be refunded, whether in whole or in part, shall not be subject to any adjustment. Upon termination of the service agreement, the Client shall cease using the exclusive telephone line granted and, consequently, the WhatsApp Business number.
- Upon termination of the Private Office plan, an exit fee shall be charged (carpet, window and blind cleaning, painting, and disconnection of telephone and internet points). If the space becomes inactive, for any type of plan under this instrument, due to damage or defects caused by the Client, the Client shall be responsible, in addition to reimbursing the damage at invoice value or market value, for lost profits, which shall be calculated based on the number of days the space remained inactive.
PRIVATE INSTRUMENT FOR TEMPORARY USE
By this instrument, the parties, already identified above in the PRIVATE INSTRUMENT FOR SERVICES AND ASSIGNMENT OF RIGHTS, agree to enter into this private instrument to define duties and obligations for future temporary uses, under the following conditions:
- Confirmation of temporary use (reservation) shall be sent by the PROVIDER to the CLIENT by email containing the following information: (a) reservation date and time, (b) reserved room, (c) unit, and (d) reservation amount.
- If the CLIENT reserves a room to be used on the same day, and therefore such reservation falls outside the stipulated cancellation periods, the CLIENT is hereby aware that it may not cancel the room reservation and that, even if it does not use it, the charge will be generated normally. Room reservations are subject to availability.
- Any cancellation or change to the temporary use request must be made in writing at least 1 business day before the start of the reservation for meeting and executive rooms, and 5 business days before the start of the reservation for the training room (Paulista Unit), auditorium (Berrini Prime Unit), meeting room for up to 14 people (Berrini Prime Unit), and Gourmet Area (Berrini Prime Unit), under penalty of full payment of the amounts stated in the reservation confirmation. For reservations made with less than 1 business day’s notice, this same clause shall apply, and the full reservation amount will be charged.
- For meeting and executive rooms, if the CLIENT exceeds the period previously established in the reservation confirmation, the PROVIDER will charge, subject to availability and after a 15-minute tolerance period, the additional use amount according to the PROVIDER’s current price list, and after 18:00, an additional nighttime hour (please check the end time for nighttime reservations at the unit of interest). If the CLIENT reserves from 20:00 onward, the hours used will be charged plus 2 additional nighttime hours for the period from 18:00 to 20:00, even if that period is not used, due to the attendant remaining to monitor the meeting. For the auditorium, the meeting room for up to 14 people, and the Gourmet Area at the Berrini Prime Unit, entry will be permitted 15 minutes in advance and a 15-minute delay in returning the space will be tolerated according to the reserved period, and failure to return the space at the end of the reserved period constitutes continued use. Any use exceeding the permitted tolerance period will be charged at the full amount for the period used, according to the current price list.
- The available spaces are intended for corporate meetings. Audio equipment may be used at ambient volume. It is strictly prohibited to smoke, including on balconies, remove furniture, stock, store, or keep any objects on the premises. The hall is a common area and may not be used. Loading and unloading are not permitted outside the reservation period.
- The CLIENT assumes full civil and criminal responsibility for the activities performed by itself and its visitors throughout the use period, releasing the PROVIDER from any liability regarding the company’s activities, use of services, and use of the space on its premises.
- If the use is for a meeting involving a recruitment and selection process, participants may be informed that the CLIENT has no relationship with the PROVIDER if they contact the PROVIDER excessively to obtain details of the selection process. Additionally, the PROVIDER shall not be responsible for any information or commitments made during the meeting. The CLIENT shall also be responsible, during the room use period, for all objects and equipment rented for the event, as well as for operating and turning off the air-conditioning unit if the rented unit has individual air conditioning.
- If the unit’s access requires the use of a badge, in the event of loss or misplacement of such badge acquired at the reception, the CLIENT shall owe the amount according to the service price list in effect at the time. The Client must register facial biometrics and/or the biometric lock on the day it begins using the Provider’s unit. Additionally, if the rented unit offers coffee and capsules, such as Nespresso or any other brand, or provides mineral water, sparkling or still, or any other type of food/beverage item, an additional charge will apply according to the current price list provided by the PROVIDER.
- If the PROVIDER suffers losses due to any type of use requested by the CLIENT, especially regarding the need to hire legal services to defend the PROVIDER’s interests, the amounts shall be fully owed by the CLIENT and shall be reimbursed upon presentation of proof of expense, in addition to lost profits, which shall be calculated per day of unavailability of the equipment or space.
- For clients who have any plan with the PROVIDER and are up to date with their obligations, meaning they have duly signed and delivered the Service Agreement, are up to date with payments, and have no history of default, the CLIENT authorizes the issuance of a bank payment slip for payment of all reservation amounts, with due date together with the monthly payment slip, except for payment of the reservation of the auditorium, meeting room for up to 14 people, and Gourmet Area at the Berrini Prime Unit, which must always be made in advance and the reservation will only be made after payment. If changes or cancellations are made within the minimum notice period, namely at least 1 business day for reservations of meeting and executive rooms and 5 business days for reservations of the training room at the Paulista Unit, auditorium, meeting room for up to 14 people, and Gourmet Area at the Berrini Prime Unit, no amount will be charged to the client. However, if the client changes or cancels the reservation without the minimum notice required by the PROVIDER, the full reservation amount will be charged.
- The PROVIDER shall not be responsible for personal items of the client that may be left in the room during the period of use. The CLIENT shall be responsible for securing the goods and valuables brought into the PROVIDER’s space, including obtaining insurance for such items. The CLIENT must exercise absolute care with its personal belongings and those of its guests and clients, such as notebooks, tablets, cell phones, projectors, pens, folders, among others. It is the CLIENT’s responsibility to verify the voltage of the outlets in the space when connecting its equipment. If the CLIENT causes damage to any equipment, furniture, or space of the PROVIDER, it shall bear the value of the item stated in the invoice or, in the absence thereof, the equivalent replacement value of the damaged item. Any accident involving the Client and/or its guests shall not be the responsibility of the Provider.
- The CLIENT is prohibited from using and disclosing the address of the meeting/training room used by it and from using the PROVIDER’s commercial address on business cards, brochures, and websites, and before the competent public authorities (Board of Trade, Registry Office, Federal Revenue, State Tax Office, and Municipal Government), without the PROVIDER’s prior written authorization. The parties agree that if the CLIENT uses and discloses the address of the room used by it, the PROVIDER may apply a fine corresponding to 50 times the room reservation amount for improper use of the address.
- This instrument shall be valid for an indefinite term and its effectiveness begins on the date of execution of this instrument.
- The parties elect the Central Forum of the District of São Paulo – SP to settle any issues related to this instrument.
IT AND TECHNOLOGY POLICY (SHARED/EXCLUSIVE INTERNET)
This Term is part of the PROVIDER’s Service Agreement and supplements it, since the CLIENT has contracted a plan with the PROVIDER and wishes to use its Telecommunications and Internet services.
- USE OF THE LOCAL NETWORK: The Client will have access points available to the wired local network (RJ-45), segmented by VLAN (Virtual LAN), for use, which may or may not be exclusive (exclusive VLAN). The installation of repeater equipment such as Hub, Bridge, Access Point (Wi-Fi), etc., is prohibited.
- USE OF THE WIRELESS NETWORK (WI-FI): The CLIENT will have access points available to the shared Wi-Fi local network to serve all clients of the unit, and Hotspot authentication may be required each time it connects. As it is shared Wi-Fi, connection privacy is not guaranteed and the CLIENT must take the necessary precautions to ensure the privacy and integrity of its connected device.
- USE OF THE INTERNET: The internet access offered to the CLIENT is shared and dimensioned to provide working conditions and good browsing and use of the services available through the Internet. No content control is applied to internet access, and it is the CLIENT’s full responsibility to ensure that it is used lawfully and only for appropriate websites. It is also recommended that the CLIENT’s workstations have firewall mechanisms and/or other protections that ensure their integrity, and such resources are the CLIENT’s sole responsibility. Although no content control is applied to the CLIENT’s internet access, bandwidth usage is controlled to ensure that all clients have good browsing speed on the shared link. In special cases where the traffic generated by the CLIENT cannot be subject to latency or requires specific configurations (VOIP, VPN, VC, etc.), dedicated internet access with public IPs may be required, which will be subject to a specific project and quote developed by the network team, according to the CLIENT’s demand and needs. Any change in the CLIENT’s internet usage profile or activity not foreseen at the time of contracting must be promptly reported to the PROVIDER. The PROVIDER shall not be responsible for any problem generated by the use of specific access without its knowledge.
- USE OF MULTIFUNCTION DEVICES (PRINTER, SCANNER AND/OR COPIER): The CLIENT will have shared multifunction devices available for printing, scanning, and/or copying documents. The installation of this type of equipment on the wired network or Wi-Fi by the Client itself is prohibited, except in cases where there is a specific agreement for the use of such equipment in exclusive rooms.
- USE AND STORAGE OF EQUIPMENT: Shared environments were designed for connecting portable equipment, typically notebooks and tablets, during the presence of the CLIENT’s user at the units, and such equipment may not remain without a responsible user present or overnight. In specific cases, the use of non-portable equipment, such as desktops, in shared areas may be authorized; however, the CLIENT shall be responsible for removing them at the end of the workday. In exclusive rooms, the CLIENT has the right to use non-portable equipment permanently connected to the network, but must ensure that the access doors are properly locked when no CLIENT users are present.
- USE OF MOBILE PHONES AND TABLETS: The CLIENT may use the shared Wi-Fi local network to connect an additional device such as a mobile phone (smartphone) or tablet for internet access and use of the PROVIDER’s mobile application for reservations, printing, check-in, check-out, etc.; Hotspot authentication may be required each time it connects. As it is shared Wi-Fi, the CLIENT must use it with discretion so as not to saturate the use of resources and must take the necessary precautions to ensure the privacy and integrity of its connected device.
- ACCESS CONTROL: The CLIENT must safeguard its access identifier for doors, turnstiles, and gates, and must not access restricted areas without authorization or grant access to other people. Credentials and passwords for access to systems, websites, and applications are for the personal and non-transferable use of the contacts provided by the CLIENT.
- RESTRICTIONS: The CLIENT assumes full responsibility for all its access to and use of any item mentioned above, including all data to which it has access, releasing the PROVIDER from any civil or criminal liability, whether nationally or internationally, federally or at the state level, and must use the tools provided for lawful purposes. In addition, the CLIENT must maintain basic security and protection, including antivirus, personal firewall, anti-spam, etc., on its systems to prevent misuse and avoid breaching this agreement. Furthermore, the CLIENT acknowledges that the PROVIDER does not monitor the content of information transmitted through its telecommunications lines or equipment. The PROVIDER accepts no liability for the content of the CLIENT’s transmissions.
And being duly agreed and contracted, the parties sign this Agreement in the presence of two (2) witnesses.
The parties expressly agree that this agreement may be executed electronically and/or digitally, including through electronic signature platforms, recognizing the legal validity, authenticity, integrity, and effectiveness of such signatures under the applicable law. The electronic signature shall have the same legal effect as a handwritten signature for all legal purposes.
