101 legal guide for coworking spaces (II)
This is the second part of the 101 legal guide for coworking spaces (I).
This document offers a guide to legal aspects that could be useful for a coworking space. Please remember that this document is merely a guide, and is not legally binding in any way. Each country may have its own specific regulations in force. This guide has been drafted based on the steps you need to take should you be considering opening a coworking space, from choosing the premises to regulating the relationships between coworkers and space managers and founders and coworkers.
5. Relationship between the coworking space and its coworkers
Coworking spaces offer space, furniture and resources so that coworkers can work, but also include Internet access, electricity, cleaning, heating or air conditioning and other running costs. They also organise professional meetups, courses, breakfast get-togethers or talks that promote synergies and the growth of the professionals that work there. To this end, a coworking space is much more than renting a desk or rendering a service. That's why it is difficult to regulate coworking because it encompasses several types of business activity that do not have their own regulation.
We are therefore faced with a loophole in the law. Many functioning coworking spaces have already applied some rules that have become standard and copied by other coworking spaces but are not regulated by law. The uncertainty surrounding the regulation of coworking can be considered positive because we are able to create an innominate contract that we shall call the "coworking contract", which is similar to a lease or franchise contract.
The coworking contract solves the problem of whether we should draft a lease contract or services contract. The coworking contract is an innominate contract, which encompasses the varied business activities. You must ensure that it is easy-to-understand and clearly outlines the rights and duties that correspond to all of the people involved in making the coworking space possible.
In addition to the coworking contract, we also recommend two more documents in this guide: the house rules, which define the rights and duties of each of the parties, and a protocol to be used by space managers to mediate certain difficult situations that may arise.
The coworking contract is an innominate contract, meaning that it is not regulated by law. Nonetheless, you must check that the link between the coworkers and the coworking space is lawful and that the coworking contract meets the general contract conditions in force in each country, such as offer and acceptance, object and consideration.
Coworking contract content
A coworking contract must include the same content as a standard contract. Each coworking space can add or remove points that are not relevant to it. All contracts must have the following:
- A header with the details of each party.
- A title specifying that the document is a coworking contract
- The specific agreements/declarations, as follows:
This section must define what the space offers:
- Management and dynamisation services
- Technology-related services
- Furniture usage
- Ancillary services: bills for heating, electricity, hot water, etc.
- Meeting room usage
- A platform for professional growth
- Mail collection
2.- Opening times
You should determine the opening times and the access system to the space, where available, which could be by key, magnetic card or controlled by a numerical password.
3. Price and payment method
You must indicate the price plan that the coworker has contracted and the payment method and deadlines. Where necessary, you should outline the deposit required from coworkers in the event of damage due to inappropriate use of the furniture and installations or a breach of contract. For example, if you have discounted price plans for periods of more than a month and the coworker desists before the end of the contract. In this case, you must outline the corresponding penalty, which could be applying the full cost of the price plan or the coworker losing their deposit, if a deposit was required.
* This deposit is not similar to the deposits required for rental contracts, as it would only serve to cover the costs of the damages to the premises and not outstanding payments.
4. Contract duration
You must define the contract duration, which may vary (weekly, monthly, quarterly, annually, etc.) depending on the professional profile and the coworker's requirements for stability or mobility.
You must outline the need for confidentiality with the coworkers and among coworkers with regard to the professional activity carried out in the space. You must also outline the security measures available in the space.
6. Work Stations
You may want to outline that coworkers are not permitted to transfer their work station to other professionals that are not stated in the contract. Furthermore, you must mention that coworkers are held responsible for any guest or client that he or she may invite to the space sporadically.
You must outline the conditions with regard to modifying the layout of the space if the coworking space manager were to need or desire to do so, which could in turn mean that coworkers' stations may also change position.
7. House Rules
Please refer to the House Rules that are outlined below. The House Rules should be attached to the contract and must be signed by both parties.
8. Coworker responsibilities
- Tax and administrative obligations
You must outline the coworker's responsibility concerning their fiscal and administrative obligations. We recommend that you clearly explain that the coworker is fully responsible for the business activity that he or she develops in the coworking space.
- Mail collection
You must outline the coworking space's responsibility with regard to mail collection. If your coworking space offers this service, you must state how much notice you will give once mail is received, when it can be collected, and where it will be stored. You must also outline that the space does not hold responsibility for the possible loss or other circumstances that may occur to the received item. The coworking space shall not take responsibility for the material received nor the legality of its content as it is acting as the receiver. You are recommended to state that coworkers cannot collect mail or packages on the behalf of other coworkers without prior authorisation, mainly to avoid their administrative, legal or fiscal deadlines from passing.
It is really important to clearly state who the title holder of the insurance policy is. You must outline whether the coworker is liable for its possessions or whether the space insures third party possessions (i.e. those belonging to coworkers), especially desktop computer equipment.
9. Grounds for contract termination
You must state the grounds on which the contract can be terminated, which may be on mutual agreement of both parties or due to one of the parties breaching any of the obligations outlined in the contract and the annexed statutes.
10. Data protection
You need to obtain consent from coworkers to treat their personal data in accordance with the data protection law in force in the country where the coworking space is located.
* If your space has closed-circuit television cameras, you must inform the coworker of such and position signs at every entrance to the coworking space. You must also consider the specific legislation in force in the country of the coworking space.
* The coworking space must follow data protection protocols required by the law at all times.
11. In the event of a dispute
You must state that any dispute shall be settled by the courts in the city where the coworking space is located.
The House Rules outline the rules that coworkers must follow in the coworking space and the penalties, if applicable, that would be incurred if they were broken. This document is attached to the contract and given to the coworker when he or she starts to work in the space.
Recommended House Rules
- Opening hours and how to access the space
- Meeting room protocol
- Space staff and their role or the services that each of them render
- Coworker's responsibility to look after the furniture and installations in the coworking space
- Coworker's responsibility to clean the areas or materials that they use
- Coworker's responsibility with regard to other coworkers' personal belongings
- Right to modify the coworking space's layout
- Use of common areas
- Rights and conditions of use of the logo and other information or use of your brand in communications by coworkers or space users to third parties
- Confidentiality measures
- Policy concerning coworkers meeting with clients or collaborators
- Policy concerning animals in the coworking space
- Emergency plan in the event of evacuation from the space
- Mail collection
- Silence, noise and music
- Penalties (this is often a behaviour warning and the final option is contract termination)
The protocol is an internal document that only the coworking owner and/or space manager can access. This document's purpose is to outline the action plan to be taken in the event of a conflict before it occurs, so that if it were to arise, the manager has the necessary tools to resolve or deal with it.
The points below are merely a guide and each coworking space should interpret them in accordance with their methodology and philosophy. Below, we detail the possible conflicts that could occur in a space. We recommend you to include them in the protocol and set the methodology that must be followed in accordance with the action plan used in your space.
Possible conflicts that should be mentioned in the protocol
- How to act when dealing with a disagreement or conflict between coworkers
- How to deal with a possible conflict between coworkers with a similar professional profile
- Choosing a mediator in the event of a conflict
- How to deal with a possible conflict between a coworker and space manager
- How to explain why you wish to reserve the right of admission
- Deciding how to face outstanding payments
- Describing the procedure, notice period and storage of mail if you were to offer mail collection services
- Deciding who is liable and the liabilities for damages caused to the space due to improper use or wear
- Defining the protocol for theft of a coworker's possessions by another coworker or external agents
- How to act when dealing with noise issues
- How to deal with possible audits or inspections of companies located in the coworking space
Please remember that this document is merely a guide and is not legally binding in any way. Each country may have its own specific regulations in force.
This guide was written by lawyer and coworker, Maica Cabello, and Laia Benaiges, a freelancer specialising in digital communication and founder of Espai La Magrana coworking space. This guide is licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International License.
Main photo Source: Angela Litvin