Terms and Conditions
Please read these terms and conditions carefully before using our Services.
By using our Services, completing the online signup process, or entering into a Membership Agreement, you acknowledge that you have read, understood, and accepted these Terms and Conditions, which are available online at thestack.ai/terms-and-conditions. These Terms and Conditions constitute the full and binding agreement between you (the Member Company) and us. In case of any conflict between these Terms and Conditions and other documents, these Terms and Conditions shall prevail, unless explicitly stated otherwise.
Incorporation by Reference
These Terms and Conditions are incorporated by reference into any Membership Agreement executed by the Member Company and form an integral part of that Agreement. By signing the Membership Agreement, the Member Company acknowledges that it has reviewed and accepted these Terms and Conditions.
Electronic Signature and Acceptance
Your acceptance of these Terms and Conditions through electronic means, including clicking “I Agree,” signing digitally, or any other form of acknowledgment, is legally binding and has the same validity as a handwritten signature. The use of electronic platforms for the acceptance of these Terms and Conditions is legally enforceable.
Severability
If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement
These Terms and Conditions represent the entire agreement between us and you concerning the matters described herein. No other terms, whether expressed or implied, shall be incorporated unless agreed upon in writing by both parties.
Contact Information
For any questions or further information regarding these Terms and Conditions, please contact us at reception@thestack.ai.
1 Defined terms
“Agreement” means, collectively, these Terms & Conditions (the “Terms and Conditions”), the attached Membership Details Form cover page(s) (the “Membership Details Form”), and any other attachments, exhibits, and/or supplements.
“Authorised Signatory” means an individual authorised to legally bind the Member Company.
“Business Day” a day between Monday and Friday, inclusive, on which banks in The Netherlands are open for business to the public.
“Capacity” means the maximum number of Memberships allotted to your Office Space as set forth in the Membership Details Form.
“Commitment Term” means the period of time from the Start Date to the last day of the period set forth on the Membership Details Form under “Initial Commitment Term” (or “Additional Commitment Term”, if applicable) with respect to each Individual Office Number, and which may be extended upon mutual agreement of the parties.
“Individual Office Number” means each individual office number and/or workspace location as may be specified in the Membership Details Form. If the symbol “Ø” is included on the Membership Details Form, we will provide the Individual Office Number(s) for the agreed upon Capacity prior to the Start Date.
“Landlord” means our landlord(s) at the Main Premises.
“Lease” means our lease with our Landlord at the Main Premises.
“Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.
“Manager”, “our”, “we” or “us” means the Manager entity you are contracting with as set forth in the Membership Details Form.
“Member” means each person you authorize to receive the Services (defined below) (each Member granted a “Membership”).
“Member Company” or “you” means the member company, entity, or individual entering into this Agreement as listed in the Membership Details Form.
“Member Network” means the members-only online community accessed through the internet or our mobile app.
“Office Space” means the actual office or workspace corresponding to the Individual Office Number(s), taken together.
“Owner” means the owner of the Main Premises.
“Premises” means a building or portion of a building in which we offer offices, workstations, other workspaces, and/or other services to Members.
“Primary Member” means the primary in-Premises Member contact for the Manager.
“Privacy Policy” means the privacy policy included under Applicable Privacy Policy in the Membership Details Form.
“Regular Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Business Days.
“Relevant Parties” has the meaning as set out in Section 7 (b).
“Set-Up Fee” means the fee you will be charged for each individual Membership included in the Capacity of your Office Space; you are obligated to pay the Set-Up Fee for each Individual Office that you occupy, including such Set-up Fees as may be due upon transfer, including upgrade or downgrade (i.e. transferring to an Office Space with a higher or lower Capacity), of Office Space.
“Start Date” means the date set forth in the Membership Details Form upon which the Services will begin being provided with respect to each Individual Office Number.
2 The benefits of membership
a.
Services. Subject to the terms and conditions of this Agreement and any other policies we make available to you with prior notice from time to time, during the Term (defined below), we will use commercially reasonable efforts to provide you (and your Members, as applicable) with the services described below. These services are referred to in this Agreement as the “Services.”
i.
Non-exclusive access to and use of the Office Space.
ii.
Regular maintenance of the Office Space.
iii.
Furnishings for the Office Space of the quality and in the quantity typically provided to other member companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.
iv.
Access to and use of the Member Network in accordance with the terms of services available on our website.
v.
Access to and use of the shared Internet connection in accordance with the terms of services available on our website.
vi.
Use of the printers, copiers and/or scanners available to our members and member companies, in accordance with the terms described herein and subject to your print and copy credits as set out in the Membership Details Form.
vii.
Use of the conference rooms in your Main Premises during Regular Business Hours, in each case subject to availability and your prior reservation of such conference rooms, in accordance with the terms described herein and subject to your conference room credits as set out in the Membership Details Form.
viii.
Heat and air-conditioning in the Office Space during Regular Business Hours.
ix.
Electricity for reasonably acceptable office use.
x.
Use of kitchens and beverages made available to our members and member companies.
xi.
Acceptance of mail and deliveries on behalf of your business during Regular Business Hours.
xii.
Opportunity to participate in members-only events, benefits and promotions.
b.
Certain Services. Other services may be provided for an additional fee, as stated in the Membership Details Form or otherwise agreed between us, subject to availability at the Main Premises and any additional terms and expenses applicable to those services.
c.
Our Reserved Rights. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furnishings contained in your Office Space. We may also modify or reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party.
d.
Unavailability of Office Space. If we are unable to make the Office Space available by the Start Date, we will not be subject to any liability related to such inability, nor will such inability affect the enforceability of this Agreement. This Agreement shall remain in full force and effect, provided that: (i) the failure to provide access to the Office Space does not last longer than two (2) months and (ii) at our sole discretion we will either (x) provide you with alternate office space with reasonably comparable Capacity during such period and charge your Membership Fee or (y) not charge you the Membership Fee during the period the Office Space is not available to you. Following the two (2) month period set forth in Section 2.d.(i) above, if the Office Space is still unavailable, you shall have the ability to terminate this Agreement upon seven (7) days’ prior notice to us. If we do provide you alternate office space as described in subclause (x) above, during the period we provide you with such alternate office space, the individuals named as Members shall be deemed to be Members and the provision of the alternative office space and services will otherwise be fully subject to the terms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the delay in providing the Office Space is due to your actions or inactions or due to changes in or work to the Office Space requested by you, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and we shall have no obligations to provide you with the benefits described in subsections (x) and (y) of this paragraph and you shall not be entitled to terminate this Agreement and shall be liable for the payment of the Membership Fees from the Start Date.
e.
Change of Office Space. At any point during the Term we may substitute the Office Space with any other office space either in the Main Premises or in any other building provided that the substitute office space will be in a reasonably similar location, have at least the same Capacity as your Office Space and we will provide you with services which are materially similar to the Services.
f.
Access Prior to Start Date. If we, in our sole discretion, provide you with access to your Office Space for any period of time prior to your Start Date (a “Soft Open Period”), during any such Soft Open Period you and your Members shall be fully subject to the terms of this Agreement, regardless of whether we choose to charge you the Membership Fee during any such Soft Open Period. We may revoke our consent to allow you to access the Office Space during the Soft Open Period immediately on providing you with written notice.
g.
Registered Address. You may not use an address provided by us as your registered company address unless you have received our prior written consent. If, following the receipt of such written consent, you are using an address provided by us as your registered address, or you change your existing registered address to a registered address provided by us, upon termination or expiration of this Agreement, you shall submit the appropriate application/-s for the deregistration of such address with all the relevant local authorities, corporate registries and any other applicable body within 30 days of the date of such termination or expiration, and shall provide to us the copy/-ies of the application/-s submitted for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed that you have not applied for a deregistration of the registered address or provided to us proof of the same in the form of the copy/-ies of the application/-s submitted, you agree to pay a percentage of your Membership Fee as follows: for the first whole or partial calendar month, 50%; for the second calendar month and each calendar month thereafter, 100%. Such fees may be deducted from your Service Retainer or separately charged to you on demand, in our sole discretion. In the event that such fees are insufficient to compensate us for our damages incurred due to your breach under this Section 2(g), we shall be entitled to recover such excess damages from you.
3 Your members
a.
Member List. You are responsible for maintaining the accuracy of your list of Members on the Member Network (your “Member List”). Only those individuals included on the Member List will be deemed to be “Members” and entitled to receive the Services described in this Agreement. You and your Members will be liable for any unauthorised access to the Member Network or the Premises using any of your Members’ accounts. You must inform us immediately if you suspect or become aware of any unauthorized access using the details of any of your Members. You will be solely responsible for any failure by us to provide Services to any Member due to your failure to properly inform us of any updates to your Member List. To the extent permitted by law, all of your Members shall be required to provide valid government issued identification in order to be issued a door unlocking device (such as an access card, key fobs, and the member app) to access the Premises. If the number of Members or other individuals regularly using your Office Space exceeds the Capacity, you will be required to pay the then current additional fee as set forth on our website for each additional Member. In no event will the number of Members exceed 1.5 times the Capacity, regardless of additional fees paid; however affiliated members with other active memberships offered by us such as Hot Desk, and/or separate Dedicated Desk Memberships using desks outside of the Office Space will not count towards this limit. We reserve the right to further limit the number of Members allowed at any point.
b.
Member Network. Upon the addition of a Member to the Member List, we will create a profile for such Member on the Member Network. Such profile will be viewable by us, our employees and agents, and other members. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.
c.
Changes to or Removal of Primary Member or Authorised Signatory. Your Authorised Signatory (as set out in the Membership Details Form) will be deemed to have the sole authority to make changes to or terminate this Agreement on your behalf. Your Primary Member will serve as our primary contact regarding matters that involve your Members, the physical Office Space or the Premises. We will be entitled to rely on communications to or from the Authorised Signatory or Primary Member as notice to or from the applicable Member Company. If no Authorised Signatory other than the Primary Member is designated by you on the Membership Details Form, the Primary Member will serve as the Authorised Signatory. Unless we receive instructions from the Authorised Signatory, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.
4 Membership fees; payments
a.
Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will immediately be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form, (i) the Service Retainer and (ii) the Set-Up Fee.
b.
Membership Fee. During the Term (defined below in Section 5 (a) of this Agreement, your Membership Fee will be due monthly and in advance as of the first (1st) day of each month (or the next Business Day thereafter). You are obligated to make payment of all Membership Fees owed throughout the Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the Membership Details Form. Where desks are added to your membership after the Start Date, the related Set-Up Fee shall be paid on the invoice subsequent to such addition. Additional Members will result in additional fees as set forth on our website.
c.
On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to a minimum automatic increase of the higher of (i) five percent (5%) or (ii) an amount equal to the CPI index rating at that time over the then current Membership Fee. During the Term (including any Commitment Term), we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you. If you do not agree to any increase in the Membership Fee during the Term (excluding the automatic annual increase as set out in this clause) then you may terminate this agreement in accordance with Section 5(d).
d.
Invoices; Financial Information. We will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member or, if a Billing Contact is indicated on the Membership Details Form, the Billing Contact. Change of the Billing Contact will require notice from the Authorised Signatory in accordance with this Agreement.
e.
Billing. Credit or debit cards. If you elect to pay your fees via either debit or credit card, you must provide us with those card details prior to your Start Date. By electing to pay via debit or credit card you are representing to us that you have the authority to use the applicable card for such purposes. By electing to pay via this method you are authorizing us to collect your payments via direct debit each month. We will inform you in the event that we are unable to collect payment and you will have a 14-day period within which to make such payment via alternative means. If you continue to fail to make payment we may terminate this agreement in accordance with Section 5.
f.
Credits; Overage Fees. Each month, you will receive a certain number of credits for conference room use and a certain number of credits for color and black and white copies and printouts, as specified on the Membership Details Form. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current overage fee schedule is listed on our website. All overage fees are subject to increase from time to time at our sole discretion.
g.
Interest and Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the applicable due date of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on our website thestack.ai/late-fees. All late fees are subject to increase from time to time at our sole discretion. In addition, we are entitled to compensation in respect of any late payment in accordance with the Statutory Rate and any future amendments of the same.
h.
Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to you during the membership sign up process or from time to time during the Term. You are required to inform us promptly of any changes to your payment information. Changing your payment method may result in a change in the amount required under this Agreement to be held as the Service Retainer.
i.
Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we will first apply funds to any balances which are in arrears (including any outstanding late fees) and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services, suspend your access to the Office Space, or terminate this Agreement in accordance with Section 5.
j.
No Refunds. Except as otherwise provided herein, we will not make refunds of any fees, including the Set Up Fees, or other amounts paid by you or your Members in connection with the Services.
5 Term and termination
a.
Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Service Retainer, Set-Up Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. Unless otherwise set forth on the Membership Details Form, following the Initial Commitment Term and any Additional Commitment Terms (if applicable) set forth in the Membership Detail Form or agreed upon by the parties prior to the termination of the Initial Commitment Term or the applicable Additional Commitment Term (if applicable) (the Initial Commitment Term and each Additional Commitment Term collectively referred to herein as “Commitment Term”), this Agreement shall automatically continue each time for the same period as the Initial Commitment Term (any term after the Commitment Term, a “Renewal Term”) unless terminated in accordance with the Termination Notice Timelines set out below. The Initial Commitment Term, the Additional Commitment Terms (if any) and all subsequent Renewal Terms (if any) shall constitute the “Term.” If no Commitment Term is indicated on your Membership Details Form, the default Commitment Term shall commence on the Start Date and end one (1) full calendar month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.
b.
Move In / Move Out. If the Start Date is a Business Day, you will be entitled to move into the Office Space no earlier than 11:00 a.m. on the Start Date, provided you have complied with the payment obligations described in Section 4(a). If the Start Date is not a Business Day, you will be entitled to move into the Office Space no earlier than 11:00 a.m. on the first Business Day after the Start Date. On the Business Day immediately preceding the last Business Day of the Termination Effective Month (defined below), you must vacate the Office Space by no later than 4:00 p.m.
c.
Termination Prior to Start Date by You. In addition to any other remedies we may pursue, if you terminate this Agreement prior to the Start Date, it will result in the immediate forfeiture of the Set-Up Fee and Service Retainer as well as any amounts expended by us at your request to prepare the Office Space for your use. You remain obligated to pay such amounts on demand in the event you have not paid any portion thereof at the time of the termination.
d.
Termination by You. You may terminate this Agreement by providing written notice to us prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”) in accordance with the notice periods set forth in the chart below (the “Termination Notice Period(s)”). The applicable Termination Notice Period shall be determined by the Commitment Term and Capacity for the relevant Individual Office Number, as depicted in the chart below, and as displayed on the Membership Details Form. The Termination Notice Periods shall apply to any termination by you during the Term. Subject to Section 5(e) below, the termination will be effective on the last Business Day of the Termination Effective Month. Notice must be provided during Regular Business Hours. You will not be entitled to pro ration with respect to last month’s Membership Fee. For instance, if you vacate your Office Space before the last Business Day of April, you will still owe us the full Membership Fee for the full month of April.
e.
No termination by you shall be effective during the Commitment Term, and any such termination will be deemed to take effect only on the expiry of the Commitment Term. Any attempt by you to treat this Agreement as terminated during the Commitment Term is a breach of this Agreement. Downgrade of the Office Space (i.e. transferring to an office space with a lower Capacity) is also not permitted during the Commitment Term. If you terminate this Agreement prior to the end of the Commitment Term, your Membership Fee Obligations for the remainder of such Commitment Term shall become immediately due and payable. In addition to any rights, claims and remedies we choose to pursue in our discretion, your Service Retainer shall be forfeited immediately as a result of your breach. This clause 5.e will not apply where you are entitled to terminate pursuant to Section 2(d) or 2(e) or 4(c).
f.
Member Company Termination Notice Periods Required: For the purposes of determining the applicable Termination Notice Period in the table below, the Commitment Term shall include both the Initial Commitment Term and any uninterrupted continued use of the Office Space thereafter (including any Renewal Terms), such that the total continuous period of membership shall be used to determine the applicable notice period.
| Commitment term | Individual memberships | ||
|---|---|---|---|
| 0–24 | 25–74 | 75+ | |
| 1–11 months | 2 months | 2 months | 3 months |
| 12–23 months | 2 months | 3 months | 6 months |
| 24+ months | 3 months | 6 months | 6 months |
Example: If the Individual Memberships for the Office Space is between twenty-five (25) and seventy-four (74) Members, and the Commitment Term is between one (1) and eleven (11) months, the applicable Termination Notice Period would be two (2) months, and to terminate this Agreement effective the last Business Day of April (provided that the Commitment Term shall have expired by such date) the last opportunity to provide notice to us would be during Regular Business Hours on the last Business Day of February.
g.
Termination or Suspension by Us. The parties acknowledge that active use of the Office Space by Members is an essential feature of the membership model, as it supports an engaged community and enables the effective allocation of workspace within the Main Premises. We may withhold the Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member, including a breach of the House Rules which, if capable of remedy, is not remedied within 14 days; (ii) upon termination, expiration or material loss of our rights in the Premises (including for any termination or expiry of the Management Agreement or Lease); (iii) if any outstanding fees are still due 14 days after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Member Network Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) if the Office Space has not been accessed or used by any Member for a continuous period of at least eight weeks and, following written notice from us, you fail within 14 days to provide a reasonable explanation for such non use or to confirm to our reasonable satisfaction that regular use of the Office Space will resume within the period specified in our notice; or (vi) at any other time, when we, in our sole discretion, see fit to do so. You will remain liable for all amounts which are due and payable up to and including the date of termination, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
h.
An individual Member will no longer receive the Services and is no longer authorised to access the Main Premises or any other Premises upon the earlier of (i) the termination or expiration of this Agreement; (ii) your removal of such Member from the Member List or (iii) our notice to you that such Member violated this Agreement. We may withhold or terminate Services of individual Members for any of the foregoing reasons; in such circumstances this Agreement will continue in full force and effect to the exclusion of the relevant Member.
i.
Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer but must pay them separately. We will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.
j.
Service Retainer Calculation. The amount of your Service Retainer will depend on the method of payment for your Membership Fee that you choose. If you choose to pay by direct debit then your Service Retainer will be the equivalent of one full month of the Membership Fee. If you choose to pay by credit card then your Service Retainer will be the equivalent of two full months of the Membership Fee. If you choose to pay by invoice then your Service Retainer will be the equivalent of three full months of the Membership Fee. You must pay the Service Retainer to us in accordance with Section 4 (a). In the event that we deduct any amount from your Service Retainer during the Term then you must pay to us an amount required to top the Service Retainer up, on demand. If at any time during the Term you change your Membership Fee payment method, then we will be entitled to request further Service Retainer from you on demand. No changes to your payment method will be agreed and effective unless and until you have paid to use the appropriate amount to top up your Service Retainer. There will be no reductions in the Service Retainer on any change of your payment method.
k.
Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Office Space and Premises. After providing you with reasonable notice, we will 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 you waive any claims or demands regarding such property or our handling or disposal of such property. After the termination or expiration of this Agreement we will be entitled to change locks or turn off keycard access to the Office Space or Premises, as applicable. You will be responsible for paying any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian, and you hereby indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such property. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
l.
Office Reinstatement and Restoration Costs. Upon termination or expiration of this Agreement, the Member Company agrees to pay the Manager an office reinstatement fee to cover the costs of standard cleaning, inspection, and testing of facilities. In addition, the Manager reserves the right to charge the Member Company for any reasonable costs associated with repairs or replacements required beyond normal wear and tear and reinstatement of any works, alterations, or additions made to the Office Space or the Premises at the request of the Member Company to meet specific requirements. The Manager shall provide the Member Company with a breakdown of any additional fees incurred under this clause.
6 House rules
The rules set out below must be complied with by you and your Members at all times during the Term, in addition to any rules, policies and/or procedures that are specific to a Premises used by you or your Members (together, any such rules, the “House Rules”):
a.
You acknowledge and agree that:
i.
keys, key cards and other such items used to gain physical access to the Premises, or the Office Space remain our property. You will cause your Members to safeguard our property and you shall promptly notify us and be liable for replacement fees should any such property be lost, stolen or destroyed;
ii.
you shall promptly notify us of any change to your contact and/or payment information;
iii.
we will provide notice to you of any changes to Services, fees, or other updates via email. It is your responsibility to read such emails and to ensure your Members are aware of any changes, regardless of whether we notify such Members directly;
iv.
carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
v.
for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video;
vi.
all of your Members are at least 18 years of age;
vii.
you shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by your individual Members and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
viii.
common spaces are to be enjoyed by all our member companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
ix.
you must not cause any nuisance in the Premises, Office Space or common spaces and must comply with any reasonable instructions of any member of our staff in relation to your use of these areas;
x.
you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
xi.
you will be responsible for any damage to your Office Space other than normal wear and tear;
xii.
you will be responsible for replacement fees for any item(s) provided to you by the Manager’s community team for temporary use should any such property be lost, stolen or destroyed;
xiii.
we are not liable for any mail or packages received at the Premises. By choosing to have any item delivered to the Premises when you are not there to receive them you accept that neither we nor any of our staff will be liable for any loss or damage to such item;
xiv.
you 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. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information. In the event that any alterations or installations are made, you 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, and we shall deduct any such costs not otherwise paid by you from the Service Retainer;
xv.
you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
xvi.
you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of ours, alongside those of other member companies, on a public-facing “Membership” display on our website, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
b.
No Member will:
i.
perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other member companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises;
ii.
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 member companies and our and their employees and guests;
iii.
misrepresent himself or herself to the Manager’s community, either in person or on the Member Network;
iv.
take, copy or use any information or intellectual property belonging to other member companies or their members or 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;
v.
take, copy or use for any purpose (a) the name of the Manager or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property (“Intellectual Property”); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior consent, provided that during the term of this Agreement you will be able to use the Manager’s name in plain text to accurately identify an address or office location. You acknowledge that we own all rights, title and interest in and to our Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between us and yourself, without our prior consent, and this provision will survive termination of this Agreement;
vi.
film (other than routine video calls) within any Premises, including within the Office Space, without completing all required paperwork and receiving our prior express written consent;
vii.
use the Office Space 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;
viii.
sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Office Space, or obtain a license for such sale, manufacture, importation, or distribution using the Office Space or the address of the Main Premises;
ix.
use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
x.
operate a mail forwarding business from the Office Space;
xi.
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 you do so, we will not be liable for any such loss;
xii.
make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorised by us in advance;
xiii.
install any locks to access the Office Space or anywhere within the Premises, unless authorised by us in advance;
xiv.
allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies;
xv.
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; or
xvi.
bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Office Space or the Premises.
You are responsible for ensuring your Members comply with all House Rules and with all rules, policies and/or procedures that are specific to a Premises used by you (Annex 1), and agree that in the event of any penalty or fine resulting from the breach of any such rules, policies and/or procedures, you will be responsible for paying such penalty or fine.
7 Liability and insurance
a.
Limitation of Liability. To the extent permitted by law:
i.
the aggregate liability of any of the Relevant Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising.
ii.
None of the Relevant Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, or any loss of profits or business interruption.
iii.
You acknowledge and agree that you may not commence any action or proceeding against any of the Relevant Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
iv.
Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the Relevant Parties other than the Manager you are directly contracting with hereunder.
b.
Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Relevant Parties”) and our landlords at the Premises resulting from damage to, or destruction, theft, or loss of, any property or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of the Relevant Parties.
c.
Indemnification. You will indemnify the Relevant Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from (i) any breach or alleged breach of this Agreement by you or (ii) any breach of any Main Premises-specific restrictions or requirements notified to you in writing from time to time, which are required in order to comply with local law, planning consents or obligations to the Landlord (including those set out in Annex 1) and which is caused by, you or your Members or your or their guests, invitees or pets or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the Relevant Parties. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises, including but not limited to any vendors hired by you that enter the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Relevant Parties unless you have first obtained our or the Relevant Party’s written consent. None of the Relevant Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.
d.
Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property and contents insurance covering you and your Members for property loss and damage in form and amount appropriate to your business.
e.
Tax and employer liability. You are solely responsible for the payment of any tax or national insurance due in relation to your Members or other employees or staff. We shall have no liability in this regard and you agree to indemnify us for any such amounts that we become liable to pay.
8 Additional agreements
a.
Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection or other issues. If we provide such services, we will not be liable for any damage to your equipment.
b.
Access to member portal account. If any of your Members requires help with usage of the online Member Portal, our employees may (on request) access the Member’s Portal user account to provide support. You will ensure that the applicable Member provides all cooperation we reasonably require. We will not be liable for any loss to the user account except where this is caused by our negligence.
c.
Network Connections. We will provide shared Internet access to Members via a wireless or wired network connection. For those Members wishing to implement a private wired network, we may allow you to install a firewall device for your exclusive access and use, subject to our IT approval, and you will be responsible for removal of the same. Prior to any such installation or removal, you shall coordinate with our IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall deduct such costs from the Service Retainer. You shall also be responsible for the monthly payment of any fees incurred relating to your private, secured wired network and any additional IT services.
d.
Pets. If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Member to produce proof of vaccination for such pet and evidence of compliance with applicable local regulations. If any of your Members brings a pet into the Premises, you will be responsible for any injury or damage caused by this pet to other members or guests or other occupants of the Premises or to the property of (i) the Manager or any employees, members or guests or (ii) the owner(s) or other occupants of the Premises. None of the Relevant Parties will be responsible for any injury to such pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.
e.
Other Members. We do not control and are not responsible for the actions of other member companies, members, or any other third parties. If a dispute arises between member companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
f.
Third Party Services. Services do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, including via our Services / Products / Perks / Benefits Store, even if they appear on your invoice. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services. By adding a Member to the Member List, you are thereby authorizing that Member to access and use our Store in accordance with the terms of service available on our website.
g.
Privacy. We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of our Privacy Policy, and in accordance with all applicable data protection laws. You hereby undertake (i) to inform any new or existing Member of the provisions of this clause and the privacy policy, and (ii) collect and process such Member’s personal data in accordance with applicable law.
9 Governing law and disputes
a.
Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under Dutch law.
b.
Venue. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the Dutch courts.
10 Miscellaneous
a.
Nature of the Agreement; Relationship of the Parties. The Agreement does not constitute a lease. The whole of the Premises and Office Space remains at all times in our possession and control. Your agreement with us is an agreement for the provision of services and we are giving you the right to share with us the use of the Office Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee. This Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no security of tenure tenancy interest, leasehold estate, exclusive possession, or other real property interest in relation to the Premises, the Office Space or anything contained in the Premises or Office Space. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship. By entering into this Agreement, you hereby confirm that you are entering into this Agreement in connection with a business activity and not as a consumer and that all applicable rules and regulations relating to the protection of consumers are not applicable and are hereby excluded (the term ‘consumer’ to be interpreted in accordance with the applicable provisions of Dutch law).
b.
Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this Agreement, respectively. We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms.
c.
Waiver. 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.
d.
Subordination. This Agreement is subject and subordinate to our Management Agreement/Lease and to any supplemental documentation and to any other agreements to which our Management Agreement/Lease is subject or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
e.
Extraordinary Events. We will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond our reasonable control, including without limitation (i) any delays or changes in construction of, or our ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our Landlord.
f.
Public health events. In the event that the Dutch Government declares a public health event (including but not limited to Covid-19) pursuant to which the Government prohibits individuals from working in the Premises, then we will be entitled to close the Main Premises and prohibit access to the Office Space and accordingly, we will reduce the fees payable by you for such period so that you are only paying for Services received during the period of such closure. If the government does not prohibit such closure (guidance will not be deemed to be prohibition) and we decide (in our sole discretion) not to close the Premises or the Office Space, then you will remain liable to pay the full amount of all fees due
g.
Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
h.
Survival. Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 5(d), 5(f), 5(g), 6(b), 7(a) through 7(f), 7(h), 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
i.
Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement and must be confirmed in writing to the address as set out in the Membership Details Form. All emails notices must contain the wording ‘Legal Notice’ in the subject line. If you receive an out of office response or any failure to deliver message, the notice will not be deemed to have been properly served. We may send notices to either (or both) the Primary Member or the Authorised Signatory, as we determine in our reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and us should be sent by your Authorised Signatory. In the event that we receive multiple notices from different individuals within the Member Company containing inconsistent instructions, the Authorised Signatory’s notice will prevail unless we decide otherwise in our reasonable discretion.
j.
Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Office Space’s time zone.
k.
Assignment. You may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. You hereby give us your permission to transfer our rights under this Agreement.
l.
Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
m.
Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorised the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of the Manager for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorise or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes of this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
n.
Compliance with Laws. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all applicable laws. You are responsible for compliance with any regulations and rules relating to worker protection, workplace regulations and associated assessments and we shall have no liability in this respect.
o.
To the extent that the service(s) provided under this agreement should (partially) be considered as a lease for VAT purposes instead of a VAT taxed service by virtue of law (or based on a ministerial Decree), Owner and Member Company agree to opt in this agreement for a VAT taxed lease of the Office Space used by the Member Company. Member Company declares, by signing this Membership Agreement, that it shall use the Office Space for business activities for which a full or virtually full right (at least 90%) to deduction of VAT exists on the basis of Section 15 of the Turnover Tax Act 1968. Member Company agrees that the Services are subject to VAT. Member Company agrees that in the event Member Company does not use, or no longer uses, the Office Space for business activities for which a full or virtually full right to deduction of VAT exists, Member Company shall immediately inform us as representative of Owner about this by means of a signed letter. Any damage (including fines and/or penalties) incurred or VAT which Owner cannot recover as a result of this fact will be Member Company’s responsibility and as such will be compensated by the Member Company.
p.
Brokers. Except as may be provided for through our broker referral program, you hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. If you seek to terminate this Agreement or cease to pay your monthly Membership Fee except as otherwise explicitly permitted herein (each, an “Early Exit”), within fifteen (15) days of doing so, you shall reimburse us for any fees previously paid by us to a broker or realtor corresponding to the period following such Early Exit. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.
q.
Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date.
r.
Entire Agreement. This Agreement, including the Membership Details Form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.
Annex 1 Main premises restrictions and requirements — Jacob Bontiusplaats 9
In addition to the terms of your Membership Agreement, you must comply with the following obligations:
- Smoking is not permitted in the immediate vicinity of the building’s entrance(s).
- All fit-out work must be carried out by reputable companies. (Fit-out clause)
- Fit-out work must be carried out with the greatest possible care, limiting nuisance to other tenants and building users. (Fit-out clause)
- Fit-out work may not negatively affect the building’s fire safety. (Fit-out clause)
- Structural changes to building-bound elements (structural components, technical installations, floors, ceilings) require the landlord’s prior written consent. (Fit-out clause)
- Tenant may not install its own cabling in the premises or building, since high-grade fiber infrastructure is already provided. (Glasvezel clause)
- Tenant must ensure the privacy of other tenants and building users is safeguarded at all times, and that use of such systems complies with applicable privacy laws and regulations.