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Clause 1 DEFINITIONS

(i) TAG: Talent Garden Spain S.L. is the owner of the e-commerce;

(ii) CAMPUS: a co-working space and co-fabrication lab, located at one of TAG's offices as indicated on the website, designed specifically to host makers, start-ups, innovators and freelancers who have production-related roles and work on projects that are connected and part of the overall production process;

(iii) CONNECTED SERVICES: In addition to offering work stations connected online, equipped with prototyping and self-production systems, TAG offers a number of other services to its customers: internet connection, the use of meeting rooms, printers and scanners, cleaning of personal and shared areas, secretary service, in exchange for the payment of a price agreed in advance;

(iv) CUSTOMER: the party that does not have its own organisation and is party to this agreement setting out these general terms and conditions for the purpose of obtaining the provision of co-working/co-fabrication lab services on a continuous basis, as specified in the relevant commercial offer;

(v) COMMERCIAL OFFER: this is the box on the web page on TAG's website where the customer may choose the desired service(s).

 

Clause 2 – Type of contract

2.1 This Agreement is non-standard and has a mixed duration and cause of contract. In particular, it is a contract regulating the provision of services, it being understood that work spaces are not tangible assets, and for the purpose of the parties' intentions, they are construed as work spaces inclusive of assets and services that are not physically determined or established. Given the material non-continuity and the discontinuity of the availability of tangible assets, this Agreement does not give rise to any entitlement by Customers to the property made available by TAG. This Agreement cannot be classified or construed as an agreement giving rise to real rights of use pursuant to Article 1021 of the Civil Code, free use, procurement contract or a lease agreement. Given its nature, this Agreement does not provide for exclusive rights and is made because of the person (intuitus personae).

 

Clause 3 – Scope of contract

3.1 The object of the agreement is the provision of a work space as an intangible asset connected with the following services: access to the premises, the availability of a desk and a chair, internet connection via cable or Wi-Fi; connectivity with prototyping and self-production equipment; free access to lavatories; free access to relax areas; the use of meeting rooms depending on the type of agreement entered into and the terms for the use thereof with advance booking; free access to external areas; the use of a secretary system for accompanying guests and the use of printers and scanners in accordance with the relevant Commercial Offer.

 

3.2 The agreed price is inclusive of the cost of utilities and the maintenance of the property. By way of non-limiting example: cleaning, management of shared areas and garden areas.

 

Clause 4 – access to premises, identification and use of services

4.1 The continuous access to CAMPUS and the use of the services, in the agreed opening hours of the premises or as communicated on TAG's website, is allowed further to the approval of these General Conditions and to the issuance of a badge for each work station. The badge is loaned to users and is provided on a strictly personal basis, hence may not be assigned and is the property of TAG. For security purposes and to identify each Customer and other customers, access to CAMPUS will be permitted only if the Customer shows the badge for their work station. Badges have to be returned at the end of each day or as otherwise instructed when the badge is provided.

4.2 With a badge, a Customer may allow third party non-customers to access the premises, who shall be considered guests, it being understood that any use of the secretary service, unless expressly included in the relevant Commercial Offer, shall be charged to the Customer and must in any event be carried out in accordance with the type of location and the general activities being carried out at the CAMPUS. In that case, the Customer shall be held jointly liable for any damage caused by its guests to TAG, to CAMPUS, to TAG clients or to third parties whilst they are at the CAMPUS.

4.3 The use of work stations is allowed in accordance with the opening hours for the premises or as communicated on TAG's website, via a badge, which is an electronic key, that is strictly personal and may not be assigned, in full compliance with national holidays in Italy and any other days of closure or potential non-use of the CAMPUS, which, if possible, will be communicated in advance by TAG via e-mail.

4.4 Upon specifically approving the General Conditions of Agreement, the Customer represents that it has understood and is fully aware of and accepts the relevant logistics and rules – which are available at the reception – applicable to the areas and premises of the CAMPUS.

4.5 The Customer shall communicate the name of its personnel it wishes to access the space. The Customer shall be liable for all the registration requirements for each such individual, including therein in relation to the processing of personal data. The Customer is entitled to replace the name of the individual requiring access to the CAMPUS premises provided it returns the badge and obtains a replacement badge for the new individual being registered.

4.6 The Customer is liable for the care and storage of the badge provided to it and its personnel and agrees that penalties may be payable in the event of its loss.

4.7 The Customer understands that the badge is a key to the premises, according to the type of authorisation granted, and must keep TAG's personnel promptly informed of the theft or loss of a badge or if for any reason the badge ceases to be in its possession, subject to Clause 4.6 above. The Customer is liable with respect to TAG for any unauthorised access by third parties to the CAMPUS using the badge allocated to the Customer and its personnel, and for any direct or indirect consequence thereof.

4.8. In the event of the failure to return a badge on the agreed terms, a fine shall be applied to cover the relevant cost of Euro______________

Clause 5 – Fees, payment and term

5.1 The relevant price, which varies according to the options activated, is set out in a Commercial Offer. TAG has the right to propose further Commercial Offers. The price for the service is communicated on the website www.talentgarden.org. Price variations will be communicated to the Customer at least 30 days in advance of them coming into force, and they will be placed on display at the reception at the entrance and/or communicated on the website www.talentgarden.org. or via whatever other method TAG deems useful.

5.2 Payments to TAG must be made in advance via credit card or bank transfer, SEPA (Sepa Direct Debit Core) with the direct debit of the account.

5.3 With respect to the Commercial Offers indicated in Clause 5.1 (and other related Commercial Offers), TAG authorises the Customer to pay the agreed price in monthly instalments (in accordance with Clause 5.2) only if the Customer makes regular and punctual payments. Otherwise, TAG reserves the right to request payment in an advance lump sum of the remainder of the price and any unpaid instalments and any debt recovery related charges.

5.4 This Agreement shall take effect from the date of its acceptance, shall remain in force for 12 months and shall be tacitly renewed subject to the provisions of Clause 9 below, or unless stated otherwise in the Commercial Offer.

Clause 6 – Liability of tag

6.1 TAG shall be held liable with respect to the Customer and its guests for any damage suffered during their stay at the CAMPUS that is the result of a negligent or wilful action or omission by TAG. TAG shall not be held liable with respect to the Customer, its employees, its consultants, its collaborators, guests or their successors for any damage deriving from conduct of the Customer or its guests that infringes the law, this Agreement or standard rules of conduct required within shared premises and areas such as the CAMPUS and in general by force majeure or beyond the control of TAG.

6.2 In particular, TAG shall not be held liable for the theft, loss or damage to cash or property of the Customer or of its guests present at TAG.

6.3 TAG usually provides, unless communicated otherwise via the reception, from Monday to Friday from 9 a.m. to 1 p.m. and from 2 p.m. to 6 p.m. the presence of one or more managers, whose names shall be communicated to the Customer. The Customer must carefully read special information that is provided and follow the instructions provided by the personnel.

Clause 7 – relationship between the parties, obligations and waiver of liability

7.1 Relationships between the Parties must be based on the utmost fairness, transparency and collaboration.

7.2 Work stations and communal areas must be used directly by the Customer. The Customer may not change any part of what it is assigned and must take care of all areas of the CAMPUS, its infrastructure, installations and furniture; it is prohibited to vary the intended use thereof, and to allow the use thereof by third parties, even free of charge, without the written consent of TAG.

7.3 Silence or acquiescence by TAG to the change in agreed use or transfer of use, should it occur, shall be construed as mere forbearance without any effect in favour of the Customer. The breach of the agreed undertakings shall trigger the termination of the Agreement at the simple request of TAG. The Customer shall use the assigned work stations, where allowed by TAG's co-working and co-fabrication environment, which is specifically designed for makers, start-ups, innovators and freelancers who are tasked with production projects, connected with the overall production generated at the CAMPUS. The Customer is strictly prohibited from using the assigned work station for any other activity that is incompatible with the areas, premises, purposes and typical activities at the CAMPUS.

7.4 Unless authorised in advance by TAG, the Customer may not make changes, even enhancements, to the assigned work station or communal areas, or innovations, upgrades, additions or replacements to any kind of infrastructure. The Customer shall be held liable with respect to TAG and third parties for any abuse or neglect in the use of TAG. The Customer may not install any furniture, equipment, prototyping or self-production tools, cable connection, or IT or telecommunications connections unless expressly authorised by TAG, which may reasonably withhold its consent. Authorisation by TAG is subject to the possibility of supervising any such installation (for example, IT systems, electronics, prototyping or self-production tools) and to check that any such installation does not interfere with the use of the premises by other Customers of TAG, it being understood that such authorisation may be revoked at the unfettered discretion of TAG in which case the Customer shall be obliged to promptly return the work station to its former state.

7.5 The Customer shall be liable for the custody of whatever it uses and shall be liable for any damage caused to TAG, its premises at the CAMPUS and third parties.

7.6 The Customer must have adequate insurance coverage with respect to its property located inside TAG, its employees and other individuals present at TAG.

7.7 The personnel provided by TAG have the right to access the areas assigned to the Customer at any time. In any event, except for an emergency, TAG – as a courtesy – shall inform the Customer in advance of any extraordinary maintenance or repair work.

7.8 The Customer expressly discharges TAG from all liability for direct or indirect damage that could be caused to it by employees, consultants of TAG or third parties due to the blameless interruption in the provision of the services.

7.9 The Customer has completed an onsite visit to the CAMPUS and hereby represents that it has been maintained in an excellent state and that the CAMPUS is suitable for the agreed use. TAG shall not be held liable for any defect, refusal or revocation of any administrative permits, authorisations or licenses not directly (or contractually, in the event of an already existing contract) the fault of TAG, even if such defect, refusal or revocation of any administrative permits, authorisations or licenses not directly (or contractually, in the event of an already existing contract) the fault of TAG impacts the stability and the continuity of the contractual relationship hereby created.

7.10 TAG does not warrant the security of its data network (network or internet) or the information that the Customer transmits online. The Customer must adopt all security measures it deems valid and suitable for its activities (for example, encryption). TAG may not warrant the extent of availability of the network or of internet in relation to the use thereof by the Customer. TAG shall seek to remedy any issue that may arise within the necessary timeframe.

7.11 TAG shall not be held liable for losses or damage caused to the Customer in relation to the Agreement, the services provided or the systems offered, except in the case of the gross negligence or wilful misconduct of TAG. TAG shall not be held liable for any damage caused to the Customer from the failure to provide one or more of the services due to mechanical failure, strike, delay, force majeure, the unavailability of the CAMPUS, or for other causes, save for gross negligence and wilful misconduct. TAG shall not be held liable for any breach until it receives a written notice from the Customer and only after it has been granted a reasonable period of time to remedy such breach. Under no circumstance will TAG be held liable for loss of business, loss of savings, lost or damaged data, third party claims or any other damage save for the gross negligence or wilful misconduct of TAG.

7.12 In carrying on its activities, the Customer shall comply with all applicable laws and regulations. In any event, it shall refrain from any illegal activity whilst present at the CAMPUS. It shall in no way interfere with the use of TAG by TAG or third parties, cause noise or harassment, increase the insurance premiums paid by TAG, cause losses or damage, damage the reputation of TAG or the owner of the property where TAG is located.

7.13 At the date of the expiry or the termination of the Agreement, the Customer shall immediately return the work station it was assigned to TAG in the same state in which it was provided. TAG is entitled to charge the cost it incurs for any repairs that are required or any other necessary activity once the Customer has vacated TAG.

7.14 If when the Agreement ceases to have effect, the Customer's property remains at TAG, TAG may dispose of it if it so wishes, without any liability, or may sell the same, without the Customer having any right to the profits made therefrom.

7.15 If upon the expiry of the Agreement, the Customer continues to use the work station, the Customer shall be liable for any damage, claim, loss or liability that TAG is charged with and will be liable to third parties as a result of not vacating said work station upon the expiry, and for any damage caused to TAG in terms of loss of earnings and/or profits. Tag may at its unfettered discretion consent to an extension to the Agreement, subject to an increase in the price indicated in Clause 5.

7.16 The Customer is aware of the fact that in the premises and/or in the vicinity thereof, private events may be held that could temporarily limit, in full or partially, the access to communal areas or require different access to the space. Where possible, notice thereof will be provided in advance and TAG's personnel shall do whatever is possible to reduce any disruption.

Clause 8 – Rules of conduct

 

 

8.1 The Customer must comply with the rules of conduct established by TAG, which are on display on notice boards. It must in particular: (i) show the utmost respect for other customers, their guests and the personnel and employees of TAG; (ii) not introduce or take drugs or alcohol onto the CAMPUS; (iii) not access the CAMPUS in the event it has an infection or disease or other issue that would put other customers' health at risk.

Clause 9 – Withdrawal and termination

9.1 The Customer is entitled to withdraw from the Agreement by using the form available on TAG's website, providing at least 60 (sixty) days' notice thereof (the "Notice"), unless agreed on otherwise in the Commercial offer. The calculation of the Notice is made from the first day of the calendar month following the month when the Notice is communicated by the Customer in writing. TAG is entitled to withdraw from the Agreement if it provides at least 30 (thirty) days' written notice thereof or pays liquidated damages equal to the value of the Commercial Offer proportionate to the number of days' notice not provided.

9.2 Any breach that is held to be material and, at the unfettered discretion of TAG, prevents the continuation of the relationship shall be grounds for the early termination of the Agreement.

9.3 TAG is entitled to immediately terminate the Agreement by simple written notice in the event of:

a) insolvency, bankruptcy or similar procedure, voluntary winding up, if the Customer is no longer able to pay its due debts or breaches other obligations under the Agreement;

b) if further to a request for fulfilment from TAG, the Customer fails to fulfil its contractual obligations within 15 days;

c) if the conduct of the Customer or its guests is not compatible with the normal use of the shared areas or with the rules of TAG.

 

9.4 The termination for one of those reasons shall not discharge the Customer from its breached obligations. The Customer shall have to pay the periodic fee for the period between the date of the termination and the natural expiry date of the Agreement, in the event TAG does not suspend the services contemplated by this Agreement.

Clause 10 – Right to reconsider

10.1 In addition to the provisions of Clause 9.1, the Customer – insofar as it is a consumer – has the right to withdraw from the Agreement within 14 (fourteen) business days (i.e. Monday to Friday) from the Agreement taking effect, following the instructions provided on the website.

10.2 If the Customer wishes to exercise the withdrawal right hereby provided for, TAG shall reimburse the amount paid by the Customer minus an amount calculated on the number of days since the Agreement came into force and the date of the communication of the withdrawal.

Clause 11 – Confidentiality

11.1 The Parties undertake, for themselves and on behalf of their employees and collaborators, to keep confidential and not to disclose to third parties, information, data or facts relating to the counterparty which they may acquire as a result of the provision of the services provided for by the Agreement, either when the Agreement is in force or after its expiry.

11.2 The Parties undertake not to use information, data or facts relating to the other Party for purposes other than those contemplated by this Agreement, either when the Agreement is in force or after its expiry.

11.3 The Customer undertakes, for itself and also on behalf of its employees and collaborators, to keep strictly confidential and not to disclose information, data or facts relating to other customers of TAG present at the CAMPUS, which they may discover as a result of being at the CAMPUS, either when the Agreement is in force or after its expiry

11.4 Tag is allowed to use the trademarks, names and other distinctive signs of the Customer for the sole purpose of identifying and promoting the products as part of its business, it being understood that any such use is made in the exclusive interest of the Customer and without the Customer having any grounds to make a financial claim against TAG in that respect. The association of the trademarks, names and other distinctive signs of the Customer with those of TAG, the CAMPUS and other customers present at the CAMPUS is strictly prohibited unless authorised in writing by the respective owners.

11.5 The General Conditions are confidential. Neither Party may disclose them to third parties unless authorised in writing by the other Party, unless required by law or a Public Authority. This obligation shall continue to have effect after the expiry or termination of the Agreement.

Clause 12 –no assignment of agreement

12.1 The Agreement may not be partially or fully assigned unless agreed on otherwise in writing by the Parties.

Clause 13 – Governing law and Arbitration

13.1 This Agreement is governed by Italian law.

13.2 The Parties to this Agreement must act fairly with respect to their respective obligations. TAG must inform the Customer in writing of any contractual breach it suffers and if appropriate, grant a reasonable period of time for the remedy thereof. The Parties must find a solution to objections, complaints and disputes in good faith and with good will, via fair and reasonable communications and negotiations. If they are not successful, the Parties shall escalate any dispute arising out of this Agreement to the Conciliation Service provided by the Arbitration Chamber for Milan. If that attempt is unsuccessful, the dispute arising out of or in connection with, this Agreement shall be resolved by arbitration in accordance with the Rules of the Arbitration Chamber for Milan, by a sole arbitrator appointed in accordance with said Rules. 

 

Pursuant to and in accordance with Articles 1341 and 1342 of the Civil Code, the Customer – after reading the provisions of this Agreement – declares that it approves, clauses by clause, the following clauses: 4 – ACCESS TO PREMISES, IDENTIFICATION AND USE OF SERVICES; 5 – FEES, CHARACTERISTICS OF OPTIONS, PAYMENTS AND DURATION OF AGREEMENT; 6 – LIABILITY OF TAG; 7 – RELATIONSHIPS BETWEEN THE PARTIES, OBLIGATIONS AND WAIVER OF LIABILITY; 9 – WITHDRAWAL AND TERMINATION; 11 – CONFIDENTIALITY; 12 – NO ASSIGNMENT OF AGREEMENT; 13 – GOVERNING LAW AND ARBITRATION.