Partner agreement

1. Parties

This Partner Agreement (the Agreement) is entered into on the date of the last signature below (the Effective Date) between:

1. Kopuno, the legal entity identified under Kopuno legal details at the end of this Agreement (Kopuno); and

2. the person or entity named in the Partner signature block below (Partner).

Kopuno and Partner are each a Party and together the Parties.

Background. (A) Kopuno operates an online marketplace at kopuno.com through which customers discover, book and pay for workspace at independently operated coworking spaces. (B) Partner operates one or more coworking spaces and wishes to make workspace available to customers through the Kopuno platform on the terms of this Agreement.

2. Definitions

In this Agreement:

• Booking means a reservation of a Space made by a Customer through the Platform.
• Credits means the prepaid units Customers purchase from Kopuno and redeem for Bookings.
• Customer means any individual or business that makes a Booking.
• Listing means the page for a Space on the Platform, including photos, amenities, opening hours, capacity, house rules and prices.
• Partner Dashboard means the online account through which Partner manages its Listings and views Bookings and Payouts.
• Payout means the amount Kopuno pays Partner for Verified Visits under clause 7.
• Platform means the Kopuno website, web application and related services.
• Space means each workspace location listed in Schedule 1, as updated under clause 3.5.
• Tier means the Basic, Standard or Premium classification Kopuno assigns to a Listing under clause 3.
• Verified Visit means a Booking where the Customer's check-in has been recorded on the Platform, with duration determined under clause 6.

3. Listing, Tier and pricing

3.1 Appointment. Partner grants Kopuno a non-exclusive right to market and accept Bookings for the Spaces through the Platform. Nothing in this Agreement prevents Partner from selling its workspace directly or through other channels.

3.2 No fees. Partner pays no listing fee, subscription or minimum commitment to Kopuno.

3.3 Tier. Kopuno assigns each Listing a Tier before it goes live, using its published tier criteria and the information Partner supplies. Partner may request a re-review once per 12 months, or sooner after a material upgrade to the Space, through the Partner Dashboard or by email. Kopuno will respond within 30 days and give reasons for its decision.

3.4 Customer pricing. Kopuno sets the Credit and card price Customers pay for desk Bookings, based on the Space's Tier and location. Partner sets its own prices for meeting rooms and other bookable rooms it chooses to list.

3.5 Adding and pausing Spaces. Partner may add Spaces to, or pause or remove Spaces from, the Platform through the Partner Dashboard. Each added Space is covered by this Agreement without a new signature. Pausing or removing a Space does not affect Bookings already confirmed.

4. Partner obligations

Partner shall:

4.1 keep each Listing accurate and up to date, including photos, amenities, opening hours, capacity and house rules;

4.2 honour every confirmed Booking and give Customers the access information needed to check in;

4.3 provide the amenities shown on the Listing, including reliable Wi-Fi and an environment suitable for professional work;

4.4 notify Kopuno promptly, and in any event before the affected Booking, of any change to opening hours, address or amenities that affects a confirmed Booking;

4.5 record check-ins, and mark Customers who remain past their booked time as still present, using the tools Kopuno provides;

4.6 not ask a Customer to pay Partner directly for a Booking made through the Platform, or encourage Customers to cancel a Booking in order to book directly;

4.7 comply with all laws, permits and health and safety rules that apply to the Spaces; and

4.8 maintain a payout account Kopuno reasonably requires, in Partner's own name.

5. Kopuno obligations

Kopuno shall:

5.1 display each live Space on the Platform using the information Partner supplies;

5.2 send Partner the details needed for each confirmed Booking, including the Customer's name, date and time;

5.3 collect payment from Customers and pay Partner in accordance with clause 7;

5.4 provide Customer support for questions about Bookings, payments and refunds; and

5.5 give Partner access to the Partner Dashboard and reasonable notice of any material change to it.

5.6 Reviews. Kopuno may collect Customer reviews and display them on the Listing. Kopuno will remove reviews that are unlawful, abusive or clearly unrelated to the Space.

6. Bookings, check-in and cancellations

6.1 Check-in. A Booking becomes a Verified Visit when the Customer's check-in is recorded on the Platform.

6.2 Duration. The duration of a Verified Visit runs from check-in to the earliest of: (a) the Customer checking out; (b) automatic checkout at the end of the booked time plus a 15 minute grace period; or (c) where Partner marks the Customer as still present, the time Partner records the Customer leaving.

6.3 Overstays. Time used beyond the booked period is charged to the Customer in 30 minute blocks at the Listing's normal rate and paid to Partner as part of the Verified Visit. If no checkout is recorded and Partner did not mark the Customer as still present, no overstay is charged.

6.4 Customer cancellations. Customers may cancel free of charge within the cancellation window shown on the Platform. No Payout is due for a Booking cancelled within that window.

6.5 No-shows. Where a Customer fails to check in for a Booking that was not cancelled, Kopuno shall not pay a Payout.

6.6 Partner cancellations. If Partner cannot honour a confirmed Booking, Partner shall notify Kopuno and the Customer as soon as possible. Kopuno may refund the Customer in full, and no Payout is due. Repeated Partner cancellations are a material breach under clause 11.3.

6.7 Customer conduct. Customers must follow Partner's house rules. Partner may refuse entry to, or remove, a Customer who breaches them. Kopuno will help Partner contact the Customer about any damage or misconduct, but is not liable for a Customer's acts.

7. Payments and Payout

7.1 Payout rate. Kopuno pays Partner a fixed amount per Credit consumed on each Verified Visit, at the rate for the Space's Tier shown in the Partner Dashboard on the date of the Verified Visit. The Payout does not depend on whether the Customer paid by card or with Credits.

7.2 Customer payments. Customers pay Kopuno through the Platform. Payments and Payouts are processed by Stripe, Inc. or another licensed payment provider (the Payment Provider). Kopuno does not hold Partner funds on its own account, and Partner shall not charge Customers separately for a Booking.

7.3 Rate changes. Kopuno may change a Payout rate by giving Partner at least 30 days' written notice. A rate reduction does not apply to Bookings confirmed before it takes effect. If Partner does not accept a reduction, Partner may terminate this Agreement with effect from the date the reduction would take effect.

7.4 Settlement. Kopuno pays Payouts monthly in arrears, within 15 days after the end of each calendar month, for all Verified Visits completed in that month. Each Payout comes with a statement listing the Verified Visits, Credits consumed and amount due.

7.5 VAT and invoicing. Payouts are stated exclusive of VAT. Where Partner is registered for VAT, Partner agrees that Kopuno may issue self-billed invoices on Partner's behalf, and Partner shall not issue its own invoices for the same supplies. Partner shall notify Kopuno promptly if its VAT status changes. Each Party is responsible for its own taxes.

7.6 Disputes. Partner must raise any query about a statement within 60 days of receiving it. The Parties shall review the Platform's check-in records in good faith and correct any error in the next Payout.

7.7 On-site sales. Kopuno takes no share of food, drink, printing or other on-site sales Partner makes directly to Customers, unless the Parties agree otherwise in writing.

8. Data protection, intellectual property and confidentiality

8.1 Data protection. Each Party processes Customer personal data as an independent controller and shall comply with the EU General Data Protection Regulation (GDPR) and other applicable data protection law. Kopuno shares only the Customer data Partner needs to admit and host the Customer. Partner shall use that data only to deliver the Booking and comply with legal obligations, and not for marketing unless the Customer has separately consented to Partner directly.

8.2 Licence to Kopuno. Partner grants Kopuno a non-exclusive, royalty-free licence, for the term of this Agreement, to use Partner's name, logos, trademarks, photos and descriptions to operate and promote the Listings and the Platform. Partner confirms it has the right to grant this licence.

8.3 Kopuno property. The Platform, the Kopuno name and all related intellectual property remain Kopuno's property.

8.4 Confidentiality. Each Party shall keep confidential the terms of this Agreement, including Payout rates, and any non-public business information received from the other Party. This does not apply to information that is public, already known to the recipient, or required to be disclosed by law or to professional advisers bound by confidentiality. This obligation survives termination for 2 years.

9. Liability, insurance and indemnity

9.1 Insurance. Each Party shall maintain the insurance and licences customary for its business. Partner's insurance shall include public liability cover for the Spaces.

9.2 Indemnity. Each Party shall indemnify the other against third-party claims to the extent they arise from its own breach of this Agreement, negligence or wilful misconduct.

9.3 Premises. Partner is solely responsible for the Spaces, including their safety, condition and compliance. Kopuno is not liable for injury, loss or damage occurring at a Space, except to the extent caused by Kopuno's own negligence.

9.4 Exclusions. Neither Party is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill.

9.5 Cap. Each Party's total liability under this Agreement in any 12 month period is limited to the total Payouts paid or payable to Partner in the 12 months before the claim arose.

9.6 Carve-outs. Clauses 9.4 and 9.5 do not limit liability for death or personal injury caused by negligence, fraud, wilful misconduct, breach of clause 8, or any liability that cannot be limited by law.

10. Relationship of the Parties

The Parties are independent businesses. This Agreement does not create an employment relationship, partnership, joint venture or tenancy. Kopuno has no rights of occupation in Partner's premises. Each Party is responsible for its own staff and contractors.

11. Term and termination

11.1 This Agreement starts on the Effective Date and continues until terminated under this clause.

11.2 Either Party may terminate this Agreement for convenience by giving 30 days' written notice.

11.3 Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days of being asked to.

11.4 Kopuno may suspend a Listing immediately where it reasonably believes the Space is unsafe, materially misdescribed, or the subject of repeated Customer complaints. Kopuno will tell Partner the reason and lift the suspension once the issue is resolved.

11.5 On termination, Partner shall honour Bookings confirmed before the termination date, and Kopuno shall pay all Payouts due for Verified Visits up to and including the final Booking. Clauses 7, 8, 9 and 12 survive termination.

12. General

12.1 Notices. Notices under this Agreement must be in writing and sent by email: to Kopuno at info@kopuno.com, and to Partner at the email address in the signature block. A notice is received on the next business day after sending.

12.2 Entire agreement. This Agreement, including Schedule 1 and the Payout rates shown in the Partner Dashboard, is the entire agreement between the Parties on its subject and replaces any earlier arrangement.

12.3 Amendments. Except for Payout rate changes under clause 7.3 and Spaces added under clause 3.5, changes to this Agreement must be agreed in writing by both Parties. Email confirmation from each Party is sufficient.

12.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except that Kopuno may assign it to an affiliate or to a successor to its business on written notice.

12.5 Severability. If any provision is found invalid, the rest of the Agreement remains in force.

12.6 Electronic signature. This Agreement may be signed electronically and in counterparts.

12.7 Governing law and jurisdiction. This Agreement is governed by the laws of the Netherlands. The courts of Amsterdam have exclusive jurisdiction over any dispute arising from it.

Schedule 1: Spaces

Space name, address and city as listed below, or as shown at signing. Further Spaces may be added through the Partner Dashboard under clause 3.5.

Kopuno legal details

Kopuno is a trading name of Laura Xhaferaj LLC, a limited liability company organised under the laws of the State of Wyoming, United States. All rights and obligations of Kopuno under this Agreement are those of Laura Xhaferaj LLC.

Contact: info@kopuno.com.

Signatures

Signed by the authorised representatives of the Parties. The usual path is an email from Kopuno with a signing link.