COWORKING SEAT AND CABIN LICENCE AGREEMENT
A licence to use workspace, granted under section 52 of the Indian Easements Act, 1882. This Agreement does not create a lease, a tenancy, or any estate or interest in immovable property.
This Agreement is made at __________, __________ on __________.
BETWEEN
__________, __________, having its registered or principal office at __________ (the "Operator", which expression includes its successors and permitted assigns);
AND
__________, __________, having its address at __________, contactable at __________ (the "Member", which expression includes its successors and permitted assigns).
The Operator and the Member are each a "Party" and together the "Parties".
RECITALS
A. The Operator operates a shared serviced workspace known as __________ at __________ (the "Centre"), at which it provides workspace and associated facilities to a number of users at the same time.
B. The Operator is in possession and control of the whole Centre and manages it as a single serviced facility. It has not agreed, and does not agree by this Agreement, to part with possession of any part of it.
C. The Member wishes to use workspace at the Centre on the terms recorded below, and the Operator is willing to permit that use.
NOW IT IS AGREED AS FOLLOWS:
1. NATURE OF THIS AGREEMENT
1.1 This Agreement grants the Member a personal, non-exclusive and non-transferable licence to use the Workspace and the shared facilities of the Centre during the Access Hours. It does not grant a lease, tenancy, sub-tenancy, or any estate or interest in the Centre or any part of it.
1.2 The Operator retains legal possession and control of the whole Centre, including the Workspace. The Operator and its staff may enter any part of the Centre at any time for security, cleaning, maintenance, inspection, safety or statutory compliance. No part of the Centre is delivered into the exclusive possession of the Member.
1.3 The Member acknowledges that it may be relocated within the Centre under Clause 9, that it holds no right to any particular desk, cabin or suite beyond what this Agreement gives it, and that the Parties do not intend rent control or tenancy protection legislation to apply to this arrangement.
1.4 If any provision of this Agreement is capable of being read as creating a tenancy, it shall be read down so as to give effect to Clauses 1.1 and 1.2. The Parties record that the substance of their bargain, and not the label on this document, will determine its character in law, and that they have drafted this Agreement so that the substance and the label agree.
2. WORKSPACE AND ACCESS
2.1 The Operator permits the Member to use the following at the Centre (the "Workspace"): __________.
2.2 The maximum number of persons who may use the Workspace at any one time is __________.
2.3 Access Hours. The Member may use the Workspace during __________ (the "Access Hours"). The Operator may close the Centre, or restrict access to parts of it, for maintenance, statutory holidays, or reasons beyond its reasonable control, and shall give the Member as much notice as the circumstances allow.
2.4 Access cards, keys, fobs and login credentials issued to the Member remain the Operator's property, are personal to the individuals to whom they are issued, and shall not be shared. The Member shall report any loss immediately and pay the Operator's published replacement charge.
3. TERM AND RENEWAL
3.1 This Agreement begins on __________ (the "Commencement Date") and runs for an initial period of __________ (the "Initial Term").
3.2 Renewal. On expiry of the Initial Term, __________.
3.3 The Monthly Fee is fixed for the Initial Term.
3.4 Any change to the Monthly Fee that is not expressly provided for in this Agreement requires the written agreement of both Parties.
4. FEE, TAXES AND PAYMENT
4.1 The Member shall pay the Operator a fee of __________ per month (the "Monthly Fee") for the Workspace and the services described in Clause 5.
4.2 Goods and Services Tax. The Parties record that __________. The supply of workspace and associated services for business use is a taxable supply of service. The Operator shall issue a tax invoice compliant with the Central Goods and Services Tax Act, 2017 and the rules made under it, carrying the Operator's GSTIN and, where the Member has provided one, the Member's GSTIN, so that the Member may claim input tax credit to the extent it is entitled to do so. The Operator shall notify the Member in writing of its registration status under the Goods and Services Tax law and of any change to it; where the Operator is not registered and the Member is, the Member may be liable to account for tax on the reverse charge basis and shall be entitled to the Operator's cooperation in doing so.
4.3 Deduction of tax at source. Where the Member is required by law to deduct tax at source on any amount payable under this Agreement, it may do so, shall deposit the amount deducted within the time allowed by law, and shall furnish the Operator with the certificate of deduction. Deduction shall be made on the consideration for the supply and not on the Goods and Services Tax component where that component is shown separately on the invoice. A deduction properly made and evidenced by a certificate discharges the Member to that extent.
4.4 The Monthly Fee is payable in advance on or before the __________ day of each month. Where the Commencement Date is not the first day of a month, the fee for that month shall be pro-rated on a daily basis.
4.5 The Member shall pay all amounts due without set-off, counterclaim or deduction, except a deduction required by law under Clause 4.3.
4.6 The Member is not liable to pay any amount that is not expressly provided for in this Agreement, in the House Rules, or in a tariff notified to the Member in writing in advance.
5. WHAT THE FEE INCLUDES
5.1 The Monthly Fee includes, during the Access Hours: use of the Workspace with a desk and chair; electricity and air-conditioning; the Operator's shared internet connection; use of the common areas, pantry and washrooms; housekeeping of the Centre and of the Workspace; reception and mail-receiving services during business hours; and the maintenance and security of the Centre.
5.2 Meeting rooms. Meeting rooms are booked through the Operator's booking system and are subject to availability. Meeting-room use is chargeable except to the extent an allowance is recorded in this Agreement.
Where no rate is recorded in this Agreement, chargeable use is billed at the Operator's published tariff as notified to the Member in advance.
5.3 Printing. Printing and copying are chargeable at the Operator's published tariff, except to the extent an allowance is recorded in this Agreement.
5.4 The Monthly Fee does not include: dedicated internet lines or leased circuits; storage beyond that provided at the Workspace; event or auditorium space; courier and postage; and any other service the Operator notifies in advance as chargeable. Chargeable extras are billed monthly in arrears together with the tax invoice.
5.5 The Operator shall use reasonable efforts to keep utilities and the internet connection available, but does not warrant uninterrupted service. Where a failure within the Operator's reasonable control renders the Workspace substantially unusable for more than 3 (three) consecutive business days, the Monthly Fee shall abate proportionately for the period of unavailability.
6. SECURITY DEPOSIT
6.1 The Member shall pay the Operator a refundable security deposit of __________ (the "Security Deposit") on or before the Commencement Date. The Security Deposit carries no interest and is not an advance payment of the Monthly Fee.
6.2 The Operator may deduct from the Security Deposit only: unpaid Monthly Fee and chargeable extras; the reasonable cost of making good damage caused by the Member or those it brings into the Centre, beyond fair wear and tear; the replacement cost of access cards, keys or fobs not returned; and any amount payable by the Member under Clause 13. The Operator shall give the Member a written statement of every deduction with supporting particulars.
6.3 The Operator shall refund the balance of the Security Deposit within __________ of the later of the Expiry Date and the date on which the Member vacates the Workspace and returns all access cards, keys and fobs.
6.4 The Member shall not set the Security Deposit off against the Monthly Fee for the closing months of the term.
7. HOUSE RULES AND CONDUCT
7.1 The House Rules at Annexure B form part of this Agreement. The Member, and every person the Member brings into the Centre, shall comply with them.
7.2 The Operator may amend the House Rules on 15 (fifteen) days' written notice. Where an amendment materially and adversely affects the Member's use of the Workspace, or materially increases the amounts payable by the Member, the Member may end this Agreement by written notice given within 15 (fifteen) days of the notice of amendment, to take effect at the end of the following calendar month, and no early exit amount shall be payable.
7.3 The Member shall not: carry on at the Centre any activity that is unlawful, or that requires a licence or permission the Member does not hold; cause nuisance, excessive noise or odour; store hazardous, inflammable or prohibited goods; affix anything to the structure or alter the Workspace without the Operator's written consent; or hold out any part of the Centre as its own premises beyond the use permitted by Clause 10.
7.4 Cooking is not permitted outside designated areas. Animals other than assistance animals are not permitted. Smoking is permitted only in designated areas. The Member shall not solicit the Operator's other members or staff at the Centre.
8. GUESTS AND VISITORS
8.1 Guests shall register at reception, shall be received in the reception or meeting areas, and shall be accompanied by the Member elsewhere in the Centre.
8.2 The Member is responsible for the acts and omissions of its personnel, contractors and guests at the Centre as if they were its own. The Member shall not permit any other person or business to use the Workspace, and shall not share, assign or part with the benefit of this Agreement. A change in the individuals who occupy the Workspace is permitted, provided the number does not exceed the limit in Clause 2.2 and the Operator is notified in writing in advance.
8.3 The Operator may refuse entry to, or require the removal of, any person who breaches the House Rules or poses a risk to persons, property or the Operator's compliance obligations.
9. RELOCATION
9.1 The Operator may relocate the Member within the Centre to alternative space comparable in type, size and quality, on not less than 7 (seven) days' written notice, or immediately where required by an emergency, repairs, safety or statutory compliance.
9.2 The Operator shall bear the reasonable cost of moving the Member's equipment on a relocation it initiates, and the Monthly Fee shall not increase by reason of the relocation.
9.3 Where the alternative space is materially inferior to the Workspace and the Operator does not offer comparable space within 15 (fifteen) days, the Member may end this Agreement on 15 (fifteen) days' written notice; no early exit amount shall be payable and the Security Deposit shall be refunded under Clause 6.3.
9.4 The Operator may alter, refurbish or reconfigure the common areas, provided it continues to provide the facilities described in Clause 5 in substance.
10. USE OF THE CENTRE ADDRESS
10.1 The Parties have agreed the following position on the Member's use of the Centre address: __________.
10.2 Any use of the Centre address for a statutory registration requires a separate written No-Objection Certificate from the Operator, issued in the Member's name and identifying the specific registration. This Agreement is not itself such a certificate.
10.3 Where the Operator holds the Centre as a tenant or licensee, and its own lease or licence, or the rules of the building's owner or association, require consent for such use, the Operator shall obtain that consent before issuing a No-Objection Certificate. The Operator shall, on written request, give the Member a copy of the document under which it holds the Centre and the latest utility bill or property tax receipt for the Centre, to the extent an authority requires it for the Member's registration.
10.4 The Member shall permit and reasonably assist any physical verification of the address by an authority, and shall keep the Operator informed of any notice, inspection or proceeding relating to the address.
10.5 On and from the Expiry Date the Member shall cease all use of the Centre address, and shall within 30 (thirty) days of the Expiry Date file the change of address with every authority and registry in which the Centre address is recorded. The Member shall indemnify the Operator against every consequence of a failure to do so. After that period the Operator may return, refuse or dispose of mail addressed to the Member at the Centre.
10.6 The Operator does not warrant that any authority will accept the Centre address for a particular registration.
11. SUSPENSION OF ACCESS
11.1 The Operator may suspend the Member's access to the Centre where the Monthly Fee or any other amount remains unpaid for more than 15 (fifteen) days after a written reminder, or where the conduct of the Member or any person it has brought into the Centre poses an immediate risk to persons, property or the Operator's compliance obligations.
11.2 Suspension does not end this Agreement and does not suspend the Member's obligation to pay. The Operator shall restore access within 1 (one) business day of the cause of suspension being removed.
11.3 During any suspension the Operator shall, on reasonable notice and during the Access Hours, allow the Member supervised access to remove its property, books of account, records and data.
11.4 The Operator shall not exercise or assert any lien over the Member's property, records or data, save for a lien conferred by statute which the Operator cannot lawfully contract out of, and shall not in any circumstances withhold from the Member access to its own business records, books of account or data.
12. THE MEMBER'S PROPERTY, INSURANCE AND BAILMENT
12.1 The Member's property at the Centre is kept there at the Member's own risk. The Operator is not a bailee of that property and does not accept responsibility for its safe custody.
12.2 The Member shall insure its own equipment, property and public liability, and shall produce evidence of that insurance on reasonable request.
12.3 The Operator shall maintain the insurance required of it by the owner of the building and by law in respect of the Centre.
13. TERMINATION, LOCK-IN AND NOTICE
13.1 Either Party may end this Agreement by giving the other written notice of not less than __________ (the "Notice Period"), expiring at the end of a calendar month.
13.2 Where no lock-in period is recorded in this Agreement, either Party may give notice under Clause 13.1 at any time, including during the Initial Term.
13.3 Either Party may end this Agreement immediately by written notice if the other commits a material breach and fails to remedy it within 15 (fifteen) days of written notice requiring remedy, or if the other becomes insolvent or has an insolvency, winding-up or liquidation proceeding admitted against it.
13.4 The Operator may end this Agreement immediately by written notice if the Member uses the Workspace for an unlawful purpose, or if a competent authority requires the Centre to be closed or the Member's use of it to cease.
13.5 The date on which this Agreement ends, however it ends, is the "Expiry Date". Termination does not affect rights or liabilities that have already accrued. Where this Agreement ends other than at the end of a calendar month, the Operator shall refund the unearned part of the Monthly Fee for that month, pro-rated on a daily basis.
13.6 No holding over. If the Member continues to use the Workspace after the Expiry Date, it does so without any right to do so. The Member shall pay the Operator, for each day of continued use, twice the daily equivalent of the Monthly Fee as compensation for use and occupation. The Operator's acceptance of that amount, or of any other payment, shall not renew this Agreement, shall not create a fresh licence or tenancy, and shall not be treated as the Operator's assent to the Member continuing in occupation for the purposes of section 116 of the Transfer of Property Act, 1882 or otherwise.
14. OBLIGATIONS ON EXIT
14.1 On or before the Expiry Date the Member shall remove its property and personnel from the Centre, return all access cards, keys and fobs, remove all its signage and branding, and leave the Workspace in the condition in which it was received, fair wear and tear excepted.
14.2 Anything the Member has affixed to the Workspace shall be removed by the Member and any resulting damage made good. Anything that cannot be removed without material damage to the Centre shall become the Operator's property, with no payment due to the Member.
14.3 Property left at the Centre more than 15 (fifteen) days after the Expiry Date may be stored at the Member's cost and, after a further 30 (thirty) days and written notice to the Member, sold or disposed of; the net proceeds shall be applied against amounts due and the balance paid to the Member.
14.4 The Member shall comply with Clause 10.5 in respect of the Centre address.
14.5 On a written request made before the Expiry Date, the Operator shall hold and make available for collection, or forward at the Member's cost, mail addressed to the Member at the Centre for 30 (thirty) days after the Expiry Date.
15. CONFIDENTIALITY
15.1 Each Party shall keep confidential the non-public information of the other that it receives under this Agreement, including the commercial terms recorded here, and shall use it only for the purposes of this Agreement.
15.2 This clause does not apply to information that is or becomes public otherwise than by breach, that was already lawfully held, that is independently developed, or that is required to be disclosed by law, a court or a regulator, in which case the disclosing Party shall give the other prior notice where it lawfully may.
15.3 This clause survives for 2 (two) years after the Expiry Date.
16. INTELLECTUAL PROPERTY AND DATA
16.1 Neither Party acquires any right in the other's name, marks, logo or goodwill. The Member shall not use the Operator's or the Centre's name or marks in advertising or on any public listing without written consent, save that it may state the Centre address to the extent Clause 10 permits.
16.2 The Operator shall not access, copy or use the Member's data or documents except as required to provide the services or as required by law.
16.3 Each Party shall comply with applicable data protection law, including the Digital Personal Data Protection Act, 2023 to the extent its provisions are in force, in respect of personal data it handles under this Agreement, including access-control, CCTV and visitor records.
17. LIABILITY
17.1 Neither Party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data.
17.2 The Operator's total liability under or in connection with this Agreement in any period of 12 (twelve) months is limited to the Monthly Fee actually paid by the Member for the 3 (three) months immediately preceding the event giving rise to the claim.
17.3 Nothing in this Agreement limits either Party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
17.4 The limit in Clause 17.2 does not apply to the Member's obligation to pay amounts due under this Agreement, to the Member's liability for damage caused by it or by those it brings into the Centre, or to the Operator's indemnity under Clause 18.2.
18. INDEMNITY
18.1 The Member shall indemnify the Operator against claims, losses and reasonable costs arising from the Member's use of the Centre, from the acts or omissions of its personnel, contractors and guests, from any unlawful activity carried on by the Member at the Centre, and from the Member's use of the Centre address.
18.2 The Operator shall indemnify the Member against claims, losses and reasonable costs arising from the Operator's breach of this Agreement, and from any failure by the Operator to hold the Centre lawfully or to comply with the lease or licence under which it holds the Centre, where that failure deprives the Member of access to the Workspace or invalidates a registration made at the Centre address with the Operator's No-Objection Certificate.
19. FORCE MAJEURE
19.1 Neither Party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, fire, epidemic, civil disturbance, war, strike affecting the building, failure of the building's utilities, or an order of a competent authority.
19.2 The affected Party shall notify the other promptly and shall use reasonable efforts to resume performance.
19.3 Where such an event prevents the Member from accessing the Workspace for more than 7 (seven) consecutive days, the Monthly Fee shall abate proportionately for the period of inaccessibility. Where it continues for more than 60 (sixty) days, either Party may end this Agreement by written notice, with no early exit amount payable and the Security Deposit refundable under Clause 6.3.
20. ASSIGNMENT
20.1 The Member shall not assign, transfer, sub-licence or otherwise part with the benefit of this Agreement, in whole or in part.
20.2 The Operator may assign this Agreement to a person who takes over the operation of the Centre, on written notice to the Member, provided that person assumes the Operator's obligations under this Agreement, including in respect of the Security Deposit and any No-Objection Certificate issued.
21. NOTICES
21.1 Notices shall be in writing and delivered by hand against acknowledgement, by reputed courier, or by registered post with acknowledgement due, to the addresses of the Parties recorded at the head of this Agreement.
21.2 Routine communications, invoices and operational notices may be sent by email to __________ and to the email address the Operator notifies in writing, and are effective on transmission during business hours.
21.3 A notice ending this Agreement, or alleging a breach, must be sent by courier or registered post, and may in addition be sent by email.
21.4 A Party shall notify the other in writing of any change to its address or email within 7 (seven) days.
22. DISPUTE RESOLUTION AND GOVERNING LAW
22.1 A Party with a dispute shall give the other written notice of it, and the Parties shall attempt in good faith to resolve it through discussion between senior representatives within 15 (fifteen) days of that notice.
22.2 If the dispute is not resolved within that period, __________.
22.3 Any arbitration under this Agreement shall be seated and held at __________, __________, conducted in English before a sole arbitrator, and governed by the Arbitration and Conciliation Act, 1996. Subject to Clause 22.2, the courts at __________, __________ shall have exclusive jurisdiction over all matters arising out of this Agreement.
22.4 This Agreement is governed by the laws of India.
23. STAMP DUTY AND REGISTRATION
23.1 This Agreement shall be stamped in accordance with the law in force in __________ before or at the time of execution. Unless the Parties agree otherwise in writing, and except where Clause 23.2 applies, the Operator shall arrange the stamping and the Member shall reimburse one half of the stamp duty and of any registration fee within 15 (fifteen) days of demand supported by the receipt.
23.2 Where the law in force in __________ requires this Agreement to be registered, the Parties shall attend before the competent registering authority and complete registration within the time allowed. Where that law places the responsibility for registration on the Operator, the Operator shall comply with it at its own cost.
23.3 Nothing in this Clause 23 makes this Agreement a lease or confers any interest in immovable property on the Member.
24. GENERAL
24.1 This Agreement, with its Annexures and the House Rules, is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, quotations and proposals.
24.2 No variation is effective unless in writing and signed by both Parties, save for an amendment to the House Rules made under Clause 7.2.
24.3 Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties, or between the Operator and the Member's personnel.
24.4 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect and the Parties shall replace that provision with a valid one of the nearest effect.
24.5 A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
24.6 This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement. Where the Agreement is to be registered, the Parties shall execute physical counterparts.
24.7 The following Clauses, and any other provision which by its nature is intended to operate after the Expiry Date, survive it: Clauses 6, 10.5, 11.4, 12, 13.6, 14, 15, 16, 17, 18, 20.2, 22 and 23.
IN WITNESS WHEREOF the Parties have signed this Agreement on the date first written above.
SIGNED for and on behalf of the OPERATOR
__________
Signature: ______________________
Name: ______________________
Designation: ______________________
SIGNED by / for and on behalf of the MEMBER
__________
Signature: ______________________
Name: ______________________
Designation: ______________________
WITNESSES
- Signature: ______________________
Name: ______________________
Father's / Spouse's name: ______________________
Address: ______________________
Identity document and number: ______________________
- Signature: ______________________
Name: ______________________
Father's / Spouse's name: ______________________
Address: ______________________
Identity document and number: ______________________
ANNEXURE A — COMMERCIAL SUMMARY
This summary is for convenience. If it conflicts with the clauses above, the clauses prevail.
| Item | Detail |
|---|---|
| Centre | __________, __________ |
| Workspace | __________ |
| Occupancy limit | __________ persons |
| Access hours | __________ |
| Commencement Date | __________ |
| Initial Term | __________ |
| Monthly Fee | __________ per month, payable on or before the __________ day of each month |
| Security Deposit | __________, refundable within __________ of exit |
| Notice period | __________ |
| Address use | __________ |
| Governing courts | __________, __________ |
ANNEXURE B — HOUSE RULES
- Sign in at reception on arrival and ensure guests are registered before they enter the workspace areas.
- Do not prop open secured doors, and do not admit anyone into the Centre who has not been issued access.
- Take calls and video meetings in phone booths or meeting rooms where they would otherwise disturb others.
- Keep the Workspace and common areas clean, and clear the pantry and meeting rooms after use.
- Do not move furniture between areas of the Centre or remove furniture from the Centre.
- Do not connect equipment that overloads the electrical supply, and do not interfere with the network, cabling or building systems.
- Do not bring hazardous, inflammable, illegal or perishable bulk goods into the Centre.
- Cancel a meeting-room booking you do not need at least two hours in advance; repeated no-shows may be charged.
- Report damage, spills, safety hazards and security incidents to reception immediately.
- Comply with the fire, evacuation and safety instructions of the Operator and of the building.
- Do not photograph or record other members, their screens or their meetings.
- Do not conduct commercial solicitation of other members or of the Operator's staff at the Centre.