Terms and Conditions
These Terms and Conditions (“Terms”) describe your, the Member’s rights and obligations in connection with your receipt and use of the services provided by “Cocoon” which is owned and managed by Imaginon Tech-Ventures Private Limited (“Imaginon”) in connection with co-working shared office space, conference room and other services specified herein.
Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. By using the Services, you are agreeing to abide by and be bound by these Terms.
- Description of Services
Subject to the terms and conditions of this Agreement, and any other policies that are made available with prior notice from time to time, Cocoon will use commercially reasonable efforts to provide you, the Member the services described below:
- Non-exclusive access to office space;
- Regular Maintenance of office space;
- Furnishings for the office Space with reasonable quality and quantity;
- Access to and use of the shared Internet connection in accordance with the terms of services more particularly described in this Agreement;
- Use of the printers, copiers and/or scanners in accordance with the terms of services more particularly described in this Agreement;
- Use of conference rooms in accordance with the terms of services more particularly described in this Agreement;
- Air-conditioning in the office space during regular business hours;
- Electricity for reasonably acceptable office use;
- Use of pantry with cutlery and provision of beverages such as tea and coffee;
- Acceptance of mail and deliveries on behalf of your business during regular business hours.
- License of Shared Co-working Space
Subject to the terms and conditions of this Agreement, the Member has licensed the shared co-working space or Conference Room as may be applicable as per the policy specified in the rate card.
- Membership Fees; Payment
- Payment due upon Signing:
Upon submitting a signed and completed Membership Form, the Member shall be obligated to make payment of the amount specified in the membership form.
- Monthly Membership Fees:
The Monthly Fee, per month, shall be payable monthly in advance, on the first day of each and every month; and in respect of any broken period a pro-rata adjustment shall be made by Imaginon. In addition, Goods and Service Tax, as may be applicable, shall also be charged by Imaginon.
Imaginon will send or otherwise provide invoices and other billing related documents, information and notices to the Member. Notification of invoices shall constitute a demand for payment.
- Late Payment:
In the event of delay in making payment of the Monthly Membership Fees, the Member shall be liable to pay “default-interest” on the amount due at the rate of 2% per month. Declined Credit cards and dishonour of cheques, will attract a fee equivalent to Rs. 1,500. The Member shall bear all bank charges. Imaginon also reserves the right to withhold services (including for the avoidance of doubt, denying the Member access to its premises, where applicable) while there are any outstanding fees and/or interest or the Member is in breach of this Agreement.
- No Refunds:
Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by the Member in connection with the Services.
- Tax Deducted at Source:
The Member shall be entitled to deduct tax at source (TDS) on the amounts paid towards Fee and services, in accordance with the provisions of the Income Tax Act 1961 as applicable from time to time. The Member shall promptly and regularly furnish the tax deduction certificates in respect thereof to Imaginon. To clarify periodicity, the Member shall furnish the tax deduction certificates on a quarterly basis to Imaginon. Failure on the part of the Member to furnish the Certificate shall be considered to be a material breach of this Agreement on the part of the Member and shall entitle Imaginon to terminate this Agreement.
- Security Deposit:
The Member shall pay a security deposit equivalent to one month of the Monthly Membership Fees upon entering into an Agreement for a period more than 3 months. Imaginon shall not be liable to pay to the Member any interest on such Security Deposit. This will be held by Imaginon as security for performance of all the Member’s obligations. The security deposit, or any balance after deducting outstanding fees and other costs due to Imaginon, shall be returned to the Member within 10 business days, after the Member has settled their account and has fulfilled all obligations.
- House Rules
- The Member acknowledges and agrees that:
- The entry into the Premises shall be restricted to all regular business working days i.e. from Monday to Saturday except local bank / government holidays.
- The regular business hours are generally from 9:00 am to 6:00 pm on regular business working days.
- For security reasons, Cocoon may, but have no obligation to, regularly record certain areas in the Premises via video.
- They will be responsible for any damage to the Office Space other than normal wear and tear.
- They may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the Office Space or elsewhere in the Premises without prior approval of Cocoon. In the event that any alterations or installations are made, they shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. In no event are they are permitted to perform any of these actions.
- Their computers, tablets, mobile devices and other electronic equipment must be kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. Cocoon reserves the right to remove any device from its networks that poses a threat to the networks or users until the threat is remediated.
- They will occupy or use the discussion or conference rooms only for the time booked by them and that such booking shall be done in advance as far as possible subject to the availability of the said discussion or conference rooms.
- No Member shall:
- Perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to Imaginon or Cocoon or any other member or their employees, guests or property, including without limitation the Office Space or the Premises.
- Use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner; all Members shall act in a respectful manner towards other Members and Imaginon or Cocoon’s employees and other guests.
- Take, copy or use 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, and this provision will survive termination of this Agreement.
- Film within the Premises, including within the Office Space, without receiving express written consent from Cocoon.
- Use the Office Space or 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.
- Sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Office Space or Premises, or obtain a license for such sale, manufacture, importation, or distribution using the Office Space or the address of the Premises.
- Use Cocoon’s mail and deliveries services for fraudulent or unlawful purposes, and Cocoon shall not be liable for any such use.
- Store significant amounts of currency or other valuable goods or commodities in the Office Space that are not commonly kept in commercial offices; in the event that they do so, Cocoon will not be liable for any such loss.
- Install any locks to access the Office Space or anywhere within the Premises, unless authorized by Cocoon in advance and in writing.
- Allow any guest(s) to enter the building without registering such guest(s) according to Cocoon’s policies.
- Operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical personal office environment, or places excessive strain on our electrical, IT, HVAC or structural systems, with such determination to be made in our sole discretion, without our prior approval.
- Bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Office Space or the Premises.
- Term and Termination of the Agreement
The term of this Agreement shall be based on the term specified under Clause 2 hereinabove.
- Termination by Member
The Member may terminate this Agreement by providing written notice to Imaginon by giving at least one month’s written notice.
- Termination or Suspension by Imaginon
Imaginon may withhold Services or immediately terminate this Agreement:
(i) upon breach of this Agreement by the Member;
(ii) upon termination, expiration or material loss of Imaginon’s rights in the Premises;
(iii) if any outstanding fees are still due after the notice for the same is provided to the Member;
(iv) if the Members fails to comply with the terms and conditions of this Agreement or any other policies or instructions provided by Imaginon or applicable to the Member; or
(v) at any other time, when Imaginon, in its sole discretion, sees fit to do so.
The Member shall remain liable for past due amounts, and Imaginon may exercise its rights to collect due payment, despite termination or expiration of this Agreement.
- Removal of Property upon Termination
Prior to the termination or expiration of this Agreement, the Member shall remove all property from the Office Space and Premises. After providing the Member with reasonable notice, Imaginon shall be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and the Member waives any claims or demands regarding such property or our handling or disposal of such property. The Member shall be responsible for paying any fees reasonably incurred by Imaginon regarding such removal. Imaginon shall have no implied obligations as a bailee or custodian, and the Member hereby indemnifies Imaginon and agrees to keep indemnified in respect of any claims of any third parties in respect of such property. Following the termination or expiration of this Agreement, Imaginon will not forward or hold mail or other packages delivered to the Office Space or Premises.
- Indemnification, Liability and Disclaimer
The Member agrees to indemnify and hold harmless Imaginon against all losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from all claims, proceedings, investigations or actions arising out of or in connection with the Member’s breach of this Agreement or Member’s negligent or willful acts or omissions. This indemnification obligation shall survive the expiration or termination of this Agreement.
- Limitation of Liability
To the extent permitted by law, the aggregate monetary liability of Imaginon to the Member, their employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by the said Member to Imaginon under this Agreement in the six (6) months prior to the claim arising. Imaginon will not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.
Imaginon and Cocoon will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless otherwise agreed in writing. Subject to gross negligence and deliberate misconduct, Imaginon, Cocoon, its employees and agents shall not be held responsible for any theft, loss or damage from the Premises or for any damage done to the furniture or other effects of any Member in the Premises by the caretaker or cleaners or any employees, agents or invitees of Imaginon or Cocoon. Imaginon and Cocoon shall also not be responsible for any loss, damage, corruption of data or any loss of information whether from hardware, software or internet damage that may occur to the Member during the term of this Agreement. Imaginon and Cocoon shall also not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice, communication and the internet. Subject to gross negligence and deliberate misconduct, Imaginon or Cocoon is not liable for any loss as a result of Imaginon or Cocoon’s failure to provide a service as a result of mechanical breakdown, strike, termination of Imaginon or Cocoon’s interest in the building containing the Premises or otherwise.
- Dispute Resolution
Any dispute, controversy or claim arising out of or relating to this Agreement or the validity, interpretation, breach or termination thereof (“Dispute”), including claims seeking redress or asserting rights under applicable law shall be settled amicably by mutual discussion. In case the Parties are unable to settle their disputes within 15 days of intimation of dispute by either Party, the same shall, be resolved and finally settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended from time to time or its re-enactment. The arbitral tribunal shall consist of a sole arbitrator which shall be nominated mutually by both the Parties. Costs of arbitration shall be shared equally by the Parties. The award of the Arbitrator shall be final and binding on the Parties to the reference. The arbitration shall be conducted in English. The venue of the arbitration shall be Mumbai.
- Relationship of Parties
The Agreement shall not create or be deemed to create any agency, partnership or joint venture between Imaginon and the Member. The whole of the Office Space or Premises remains Imaginon’s property and in its possession and control. Imaginon is giving the Member the right to share the use of the Office Space or Premises so that Imaginon can provide the Services to the Member. Notwithstanding anything in this Agreement to the contrary, Imaginon and the Member agrees that the relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant the Member any title, easement, lien, possession or related rights in Imaginon’s business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest.
- Force Majeure
Performance of any obligation of Imaginon hereunder will be excused so long as prevented by act of God, weather, act of a public enemy, fire, or other casualty, labor dispute, electrical shortage, failure of communications or common carrier or other circumstances reasonably beyond Imaginon’s control and that it cannot circumvent using its best efforts (“Force Majeure”).
Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
- Governing Law and Jurisdiction
This Agreement is governed by the laws of the India without regard to its conflict of law rules and that the competent Courts in Mumbai shall have exclusive jurisdiction to deal with any disputes under this Agreement.
This Agreement is not assignable by the Member, either in whole or in party, without the written prior approval of Imaginon.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the remainder is to be enforced as fully as possible and the unenforceable provision will be modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties.
The headings of this Agreement are for convenience of reference only, are not part of this Agreement and do not affect its interpretation.
- Entire Agreement
This Agreement constitutes the complete agreement of the Parties, and supersedes any prior understandings or agreements between the Parties, as
to the subject matter herein, and may only be amended by written agreement signed by both Parties.
All notices must be in writing and sent to the following address of Imaginon: G-6 Swastik industrial estate, 178. Vidyanagari marg, kalina Mumbai-400098