GENERAL TERMS AND CONDITIONS of TRIBES Holding B . V ., a private company with limited liability (besloten vennootschap) , incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Rhenen and its registered office address in Amsterdam, the Netherlands, at (1097 JB) Prins Bernhardplein 200, Amsterdam, the Netherlands, and registered with the Trade Register of the Dutch Chamber of Commerce under number 58603220, and any of its Affiliates, hereinafter referred to as Tribes .
- In these General Terms and Conditions the following expressions shall have the meaning as set out next to them:
Accommodation(s) means any offices, flexible workplaces and/or meeting rooms at the Location(s);
Affiliate means each company belonging to the same group of companies as Tribes within the meaning of section 2:24b of the Dutch Civil Code, both inside and outside the Netherlands;
Agreement means any agreement between Tribes and the User regarding the provision of Services by Tribes to the User, including these General Terms and Conditions and the schedules and/or annexes to any such agreement;
Continuity Services means the Virtual Office services provided by Tribes to the User after the termination date of the Agreement in order to continue the accessibility of the User towards third parties, consisting of taking receipt of mail and packages, and forwarding any telephone calls, e-mails and faxes;
General TermsandConditions means these general terms and conditions of delivery of Tribes;
House Rules means the house rules and specific conditions to the Agreement, which may vary per Location and will be provided to the User by Tribes;
Inventory Checklist means the inventory list sheet , containing the inventory and pictures of faulty inventory, such as , but not limited to stains in the carpet and scars on the wall;
Location(s) the location(s) where Tribes provides the Services and/or arranges for the Accommodation(s);
Office Repair Service means the office restoration service to cover normal cleaning and any costs incurred to return the Accommodation to its original condition and state;
Party/Parties means Tribes and the User, or any of them ;
Private Desk means the User's own private desk in a shared Accommodation;
PrivateOffice means the User's own private Accommodation;
Service(s) means the services provided to and/or Accommodation arranged for the User by Tribes;
User means any user of the Services and/or any Party to the Agreement with Tribes; and
VirtualOffice means professional business address and telephone services. 2 Applicability of the General Terms and Conditions
- These General Terms and Conditions apply to and form an integral part of any Agreement (for future business transactions), all other (legal) actions by Tribes, as well as to unlawful acts, unless and to the extent Tribes explicitly agrees otherwise in writing.
- Any general terms and conditions of the User or any other sector specific terms and conditions, in whatever form and however named, are not
applicable, not binding in any way on Tribes , and explicitly rejected by Tribes.
- Deviations from, changes and/or additions to these General Terms and Conditions or the Agreements only apply if and insofar as Tribes has expressly accepted them in writing and only to the specific Agreement for which they have been agreed . In the event of a conflict between a written provision in the Agreement and a provision in these General Terms and Conditions, the provision in the Agreement will prevail.
- Access to the Accommodation and Location
- Each Accommodation remains at all times in Tribes' possession and control. The User accepts that an Agreement is limited to the provision of services and does not constitute a lease agreement and, therefore, creates no security of tenure , leasehold or other real property interest in favour of the User with respect to the Accommodation and/or Location .
- The Agreement will specify the Accommodation allocated by Tribes for the User's use. The User will be granted a non-exclusive right to use the Accommodation allocated to the User . If the Accommodation is a Private Desk, one (1) individual can only use this . In exceptional circumstances, Tribes may (temporary) allocate a different Accommodation to the User, which will be of reasonably equivalent size and Tribes will notify the User with respect to such different Accommodation in advance.
- If for any reason Tribes cannot provide the Services in the Location stated in the Agreement on the commencement date, Tribes shall have no liability towards the User for any loss or damages . Instead, the User may move to one of Tribes' other Locations or Accommodations (subject to availability). In the event Tribes cannot provide the Services in the Location stated in the Agreement and cannot provide an alternative Location or Accommodation, the User may either postpone the commencement date of the Agreement or terminate the Agreement.
- The User and Tribes shall fill out and sign the Inventory Checklist before the User shall occupy the Accommodation . After signing of the Inventory Checklist by the User, the Accommodation shall be considered suitable for the intended use by the User in accordance with Article 4 .
- The User is responsible both on and after the commencement of the Agreement for acquiring and retaining any permits, dispensations and permission that are for the use of the Accommodation in accordance with the User's intended use.
- Tribes, subcontractors and/or other third parties are allowed to enter the Accommodation at any time if necessary, including and without limitation, in case of an emergency, for cleaning and inspection or for viewings by prospective Users if the User has given notice to terminate the Agreement. Tribes will always endeavour to respect any of the User's reasonable security procedures to protect the confidentiality of the User's business.
- Use of Accommodation and Location
- The User shall observe the House Rules of the Location , to ensure that all Users of Tribes work in a professional environment.
- If the User makes use of the portal and/or app of Tribes, such will be for its own risk and account. By registering to the portal and/or app of Tribes, the User will get user-rights . Any Party to the Agreement with Tribes can designate Users with admin-rights or without user-rights . Tribes shall not be liable towards the User and/or third parties on whatever ground for the content and/or availability of the portal and app .
- The User may not carry on a business that competes with the business of Tribes of providing serviced offices and flexible working . The User may not use Tribes' name (or that of Tribes' Affiliates) in any way in connection with the User's business. The User is only permitted to use the address of a Location as his registered office address if he has a Private Desk or Private Office and with Tribes' prior written consent. Tribes shall charge an additional fee for this service .
- The User may only use the Accommodation for office business purposes. Tribes shall provide the Services during normal working hours, unless Parties agreed otherwise . If Tribes decides that a request for any particular service is excessive, Tribes may charge additional fees.
- The User is not allowed to, either in full or in part , lease or put the Accommodation at the disposal of third parties . If the User acts contrary to this provision, the User will be due an immediately payable penalty to Tribes equal to twice the User's then prevailing daily service fee, without prejudice to Tribes ' right to fulfilment or termination of the Agreement or the right to claim damages .
- The User must carry on business activities at the Location under the User's own name, or another name that has been approved by Tribes in advance. If the User wishes to receive email and/or phone calls for a different company or entity , the User needs to conclude a separate (Virtual Office) Agreement with Tribes for such company or entity.
- The User is not allowed to make alterations in any part of the Accommodation and the User shall take proper care of all components of the Accommodation, including the equipment and furniture.
- The User is not allowed to install any cabling, IT or telecom connections without the prior written consent of Tribes. As a condition to Tribes' consent, the User must permit Tribes to oversee any installations (for example, IT or electrical systems) and to verify that such installations do not interfere with the use of the Accommodation by other Users, Tribes or any landlord of the Location . Fees for installation and de-installation will be at the User ' s cost.
- Tribes does not make any representation and cannot guarantee any maintained level of connectivity to Tribes' network or to the internet, nor the level of security of information and data that the User places on it. The User shall adopt whatever security measures (such as encryption) the User believes are appropriate to his business. The User ' s sole and exclusive remedy in relation to issues of reduced connectivity which are within Tribes' reasonable control shall be for Tribes to remedy the issue within a reasonable time following notice from the User to Tribes.
- The User shall comply with all relevant laws and regulations in the conduct of his business, anti-slavery , anti-bribery and anti-corruption laws. The User must refrain from doing anything that may interfere with the use of the Location by Tribes or by others (including but not limited to political campaigning or immoral activity) , cause any nuisance or annoyance, or cause loss or damage to Tribes (including damage to reputation) or to the owner of any interest in the building. If Tribes has been advised by any government authority or other legislative body that it has reasonable suspicion that the User is conducting criminal activities from the Location, or is or will become subject to any government sanctions, then Tribes shall be entitled to terminate any and all of Agreements with the User with immediate effect. The User acknowledges that any breach of this Article 4 . 10 shall constitute a material default, entitling Tribes to terminate the Agreement with the User (and claim damages from the User) without further notice.
- If a User has subscribed to a membership agreement, the User will have access to all participating Locations worldwide during standard business working hours and subject to availability.
- The usage of a membership agreement is measured in whole days and unused days cannot be carried over to the following month. A membership is not intended to be a replacement for a full-time workspace and all workspaces must be cleared at the end of each day . The User is solely responsible for his belongings at the Location at all times. Tribes is not responsible for any property left unattended . Should the User use more than his membership entitlement, Tribes will charge such User an additional usage fee. Users with a membership agreement may bring in one (1) guest free of charge for the purpose of attending a meeting, subject to fair usage and provided the guest observes the House Rules . Any additional guests will be required to purchase a day pass.
- A User with a membership agreement may not use any Location as his business address without an accompanying office or Virtual Office agreement in place. Any use of the Location address in such a way will result in an automatic enrolment in the Virtual Office product for the same term as the membership agreement and the User will be invoiced accordingly .
- Term and termination
- In order to manage the Services effectively and ensure seamless continuity of the Services, all Agreements will renew automatically for successive terms equal to the agreed term until brought to an end by the User or Tribes . All terms shall run to the last day of the month in which they would otherwise expire .
- The fees on any renewal will be at the then prevailing market rate (prices are set annually so depending on when the Agreement is due to renew, there may be a change in price). If a new market price applies, Tribes will inform the User hereof at least 15 (fifteen) days prior to the notice date . If Tribes does not get any reaction before the notice date the new price applies .
- If the User does not wish for an agreement to renew, the Agreement can be terminated with effect from the termination date stated in the Agreement, or at the end of any extension or renewal term, by giving Tribes prior written notice, taking into account the following notice periods: Term Notice Period
Month-to-Month no less than 2 weeks ' notice prior to the end of the term
- months no less than 1 month's notice prior to the end of the term
- months no less than 2 months' notice prior to the end of the term More than 3 months no less than 3 months' notice prior to the end of the term
- Tribes may decide not to renew an Agreement. If so, Tribes will inform the User by email, taking into account the same notice periods as specified in Article 6 . 3 .
- In the event that Tribes is permanently unable to provide the Services at the Location stated in the Agreement, Tribes will offer the User Accommodation in one of Tribes' other Locations. In the event Tribes is unable to provide for a nearby alternative Accommodation, the Agreement with the respective User will terminate and the User will only have to pay monthly fees up to that date and for any additional Services the User has used.
- Tribes may terminate the Agreement with immediate effect by giving the User notice if (a) any proceedings in insolvency, bankruptcy, liquidation or winding up are instituted against the User; (b) the User is in breach of an obligation under the Agreement (including the House
Rules) which cannot be remedied , or which Tribes has given the User notice to remedy and which the User has failed to remedy within 14 (fourteen) days after that notice ; (c) the User's conduct , or that of someone at the Location with the User's permission or invitation , is incompatible with ordinary office use and, (i) that conduct continues despite the User having been given notice, or (ii) that conduct is material enough (in Tribes ' reasonable opinion) to warrant immediate termination; or (d) the User is in breach with Article 4 . 10 .
- Subject to availability (which shall be determined in Tribes' sole discretion), the User may transfer to alternative Accommodation in Tribes' network of Locations provided that the User's financial commitment remains the same (or increases) and such transfer is not used to extend or renew an existing Agreement. Such a transfer may require entry into a new Agreement.
- Effects of termination
- If the Agreement terminates in accordance with Article 6 . 6, this does not release the User of his financial obligations, including, without limitation, payment of the remainder of the period for which the User ' s agreement would have lasted if Tribes had not terminated it.
- If an Agreement terminates, the User must vacate the Accommodation ultimately upon the termination date, leaving it in the same state and condition as it was when the User commenced the occupation , according to the Inventory Checklist. Any property left at the Location may be disposed at the User's cost in any way . If the User continues to use the Accommodation after the Agreement has terminated, the User is responsible for any loss, claim or liability Tribes may incur as a result of the User's failure to vacate on time.
- At the departure of the User, also if the User chooses himself to vacate another Accommodation within the Location, Tribes shall charge a compensation for the Office Repair Service. These costs shall vary from country to country and shall be specified in the House Rules. Tribes reserves the right to levy additional charges on a reasonable basis for possible repairs, except in case of wear and tear due to normal use.
- After the termination date, Tribes shall provide Continuity Services to the User for three (3) consecutive months, currently at a price of€ 99 (ninety-nine Euros) per month , but which price may vary from time to time, unless the User gave prior written notice to Tribes that it not wishes to make use of the Continuity Services ultimately one (1) month before the termination date. The User may terminate this agreement regarding the Continuity Services by giving Tribes prior written notice thereof taking into account a notice period of one (1) month. Tribes shall not be liable towards the User and/or third parties on whatever ground for the Continuity Services .
- Personal Data
- Liability and Insurance
- The User will notify Tribes immediately of any damages in or to the Accommodation and/or the Location . The User will act appropriately to prevent and limit damage to the Accommodation and the Location.
- The User is liable for all damages to the Accommodation or the Location, unless the User proves that the damages are not attributable to the User or those in the Location with the User's permission , whether express or implied, including but not limited to all employees, representatives, contractors and/or agents. In addition, the User is liable for any damages caused by the User or those in the Location with the User's permission , whether express or implied, including but not limited to all employees, representatives, contractors and/or agents .
- To the maximum extent permitted by applicable law, Tribes is not liable to the User in respect of any loss or damage the User suffers in connection with these General Terms and Conditions and/or an Agreement.
- Tribes' total aggregate liability in respect of (an) attributable failure(s) to perform any obligations under an Agreement and/or (a) wrongful act(s) or any other legal ground(s) shall cumulatively be limited to the amount that is paid out in the particular case under the (liability) insurance policy(ies) Tribes has entered into. If no payment is made under the said insurance policy for whatever reason, Tribes ' total aggregate liability in respect of (an) attributable failure(s) to fulfil any obligations under an Agreement and/or wrongful act(s) or any other legal ground(s) shall in no event cumulatively exceed the lower of either (i) the amount paid for the Services by the User under the said Agreement (excluding VAT) or (ii)€ 10,000,- (ten thousand Euros).
- In no event will Tribes be liable for any consequential, indirect, immaterial and punitive damages, loss of business profits, loss of damage to data, damages relating to business interruption, third party claims and/or damages that are covered by insurance policy(ies) entered into by the User.
- Fees and payments
- The payment of the service fees and any additional amounts payable pursuant to an Agreement will be made no later than the due dates, in legal Dutch tender, without suspension, deduction or settlement with a claim that the User has against Tribes. The User may only settle any service fees if the claim has been established in court. Tribes is entitled to unilaterally determine which outstanding claim arising from an Agreement will be settled by a payment received from the User .
- Tribes shall send all invoices electronically and the User shall make payments via an automated method such as Direct Debit or Credit Card , wherever local banking systems permit and unless Parties agreed otherwise in the Agreement. Invoices shall be paid within 14 (fourteen) days, unless otherwise agreed upon between Parties .
- If the User fails to pay the invoice amount or any part of it on time , the User will owe Tribes , from the due date until the date of full payment , an immediately payable interest of 1 % of the invoice amount for each month or part of a month following the due date . If Tribes is forced to collect the amount owed due to non-fulfilment of the payment conditions, the User will bear the entire judicial and extra-judicial collection costs .
- If an Agreement is concluded for a term of more than 12 (twelve) months, or a month to month Agreement is not terminated within 12 (twelve) months , the monthly fee will be increased on each anniversary of the commencement date in line with the relevant inflation (local customer price) index to Tribes' discretion . The increased service fee is due and payable, even without a specific announcement of the adjustment to the User or if Tribes sent invoices without the increased service fee . The service fee is not adjusted if indexation of the fee leads to a fee lower than the latest applicable service fee.
- The User agrees to pay promptly (i) all sales, use, excise, consumption and any other taxes and license fees which the User is required to pay to any governmental authority (and, at Tribes' request, the User will provide Tribes with evidence of such payment) and (ii) any taxes paid by Tribes to any governmental authority that are attributable to the User's Accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, duties or other documentary taxes and fees.
- The User shall pay a deposit equal to two (2) months of the service fees (insofar as applicable plus VAT) , unless a higher amount is specified in the Agreement. The deposit shall be retained by Tribes free of any obligation or liability to pay interest , as a security for the fulfilment of all obligations of the User under the Agreement. The deposit or the balance that remains after the deduction of the amounts payable by the User, the charges for the Continuity Services, the Office Repair Services and other costs payable to Tribes shall be refunded to the User after the User has settled with Tribes and the amount has been paid.
- In the event the deposit is claimed and paid out or paid out in part on Tribes' demand , the User will provide Tribes with a deposit that satisfies the provisions of article 11 . 1 up to the amount that applied immediately prior to the claim of the deposit.
- Should the User, after proper notice of default from Tribes, fail to observe the regulations set down in the Agreement or these General Terms and Conditions , insofar as no specific fine has been agreed, the User will be liable to pay to Tribes an immediately payable penalty of a minimum of€ 250 (two hundred fifty Euros) per calendar day for each calendar day that the User is in default. The above is without prejudice to Tribes ' entitlement to make use of its other rights, including the right to compliance and to full damages insofar as the loss incurred exceeds the penalty. 13 Applicable law and jurisdiction
- These General Terms and Conditions, the Agreement and all agreements relating thereto or resulting there from shall be governed by and construed in accordance with the laws of the Netherlands.
- To the extent permitted by law , all disputes, controversies or claims arising out of or in connection with these General Terms and Conditions or the Agreement or any further agreements relating thereto or resulting there from shall exclusively be submitted in the first instance to the Court of Amsterdam , the Netherlands.
- During the term of the Agreement and for a period of six months thereafter, it is neither permissible for Tribes nor for the User to approach each other's employees working at the Location to offer them (directly or indirectly) a contract of employment or similar contract. It is stipulated that the defaulting Party shall pay the non-defaulting Party an amount equal to the one (1) year salary of such employee by way of compensation . This provision shall not prevent any of the Parties from employing a person who independently and in good faith responds to an advertisement addressed to the public.
- All formal notifications should be in writing and sent to the address mentioned in the heading of these General Terms and Conditions, unless Parties explicitly agreed otherwise in the Agreement.
- Any consent given by Tribes is one-off and does not apply to different or successive cases . Tribes is entitled to attach reasonable conditions
to their consent.
- The provisions of the Agreement are confidential. It is not permissible for Parties to disclose the Agreement or the content of the Agreement without the prior written consent of the other Party, unless this is mandatory under the law or required by a governmental authority.
- Tribes has the right to wholly or partially assign the rights and obligations under an Agreement to a third party . The approval of the User of such assignment is already granted by the User. The User may not assign any rights or obligations under the Agreement without the prior written consent of Tribes. This Article 14.5 has effect under property-law ('goederenrechtelijke werking ' ) and is binding on third parties. In addition , the User is obliged to inform Tribes in writing of all proposed relevant changes in its respective organization, including the company structure . The above notification must reach Tribes in time to allow Tribes to take all timely measures regarding the proposed change . These measures are taken to include, but are not limited to, legal action , such as lodging an objection to a legal merger or demerger proposal.
- If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force .