TNW City & South – Terms and Conditions – version April 2020

TNW spaces – Terms and Conditions

TNW provides the Services to you and the other Users appointed by you under the conditions set out in these Terms and Conditions (“Terms”).

Definitions

“Building” means the property located at Singel 542 and Singel 542 in Amsterdam or such other building as appointed by us for the purpose of performing our obligations under these Terms.

“Guest” means any person at any time present in the Building, other than Users or persons affiliated to TNW.

“Services” means the services provided by us to the User as set out in clause 1.2. “Space” means a location within the Building equipped with TNW’s event equipment, furniture and other materials to be used as a space for meeting and/or presentation purposes by a Partner.

“TNW“, “we” and/or “us” means TQ Amsterdam B.V. operating under the trade name “TNW”, having its corporate seat at Singel 542 in Amsterdam and registered with the trade register under number 64472140, including any director, representative and affiliated (legal) person.

“User” “User” means any person entitled to the provision of the Services and, thus, to access the Workspace and/or the Space pursuant and subject to these Terms (a Resident, a Member and/or a Partner) and, where relevant, includes the Company (a Resident, a Member and/or a Partner) which is authorized to appoint a person to use the Workspace and/or a Space pursuant and subject to these Terms.

“Workspace” means a location within the Building equipped with a desk, chair, power and wifi and suitable to be used as a workspace for desk and administrative works for one or more User(s). The Workspace is flexible and not specifically dedicated to one person.

“You” means the Company or – if the case may be – the User affiliated to the Company.

Services

1.1 Subject to the terms of these Terms and save where specifically agreed otherwise, the following applies to the use of the Workspace and/or a Space by a User:

(a) a Resident is authorized to the use of a specifically indicated Workspace as set out in these Terms

(b) a Member is authorized to the use the Workspace in the amount and type as set out in these Terms.

(c) a Partner is authorized to the use of a specifically indicated Space as set out in these Terms and – as a Partner is also a Member – authorized to the use of the Workspace in the amount and type as set out in these Terms.

1.2 Subject to these Terms, we will provide each User the Services described below.

(a) 24/7 access to the Workspace for Residents. Access during business hours from 9:00 to 18:00 for Members and Partners.

(b) Regular maintenance and cleaning of the Workspace. We will not be responsible for maintenance exceeding normal wear and tear. Any damages to the Workspace will be deemed to be caused by you.

(c) Furnishings for the Workspace of, unless explicitly agreed otherwise, the quality and in the quantity typically provided to other Workspace Users, as appropriate, in the Building.

(d) Access to and use of the shared internet connection.

(e) Use of the printers/copiers/scanners. Residents are entitled to a number of prints and copies per month as specified in these Terms (if so) or, if not specified, in accordance with the applicable fair use policy. The number of print-outs and copies may not be rolled over from month to month. Members can purchase a number of prints and copies per month by sending a request to TNW.

(f) Subject to availability, the use of TNW’s meeting rooms in the Building during the Building’s regular business hours on regular business days. Residents are entitled to a number of credits per month as specified in the agreement. The meeting room allowance may not be rolled over from month to month.

(g) Heat and air-conditioning in the Workspace during regular business hours on regular business days.

(h) Acceptance of mail and deliveries on behalf of your business during regular business hours on our regular business days.

(i) Opportunity to participate in User-only events, benefits, resources, promotions and (online) networking opportunities.

(j) Access to and use of common areas, such as toilets and balconies, unless these areas are (temporarily) occupied by us for other purposes. Residents also have access to pantries as a common areas.

1.3 The Services to be provided under these Terms may be adjusted from time to time upon prior written notice to you. The Services may be provided by us, an affiliate or a third party.

1.4 We reserve the right to charge fees in addition to the Service fee in the event the actual use by your Users exceeds the amount fairly to be expected.

1.5 Regular business hours are any weekday except for a Saturday and a Sunday from 9:00 to 18:00 and with the exception of Dutch public holidays. We reserve the right to appoint up to three (3) other days a year which will not be considered as a business day.

1.6 You as (primary) User are responsible for maintaining the accuracy of the names of the Users on the Users list. If you have any changes to the individuals designated as Users, before such changes take effect, the primary User should inform us by email. In this email, the primary User must include the name(s) and email address(es) of the departing and new User(s) and the effective date of this change. Only those individuals set forth on the User list are entitled to the benefits described in the agreement applying to Users. If the number of Users exceeds the number allocated on the key terms of the agreement, you will be required to pay the additional fee described on the User list. We reserve the right to limit the number of additional Users in connection with the agreement.

1.7 We are entitled to access the Workspace upon prior notice for maintenance purposes and without prior notice for safety or emergency purposes. During these times, we may temporarily move furniture contained in the Workspace. A Member will not be entitled to a dedicated Workspace. In relation to Residents we reserve the right to alter your Workspace for another Workspace with a notice period of 14 (fourteen) business days.

Fees

2.1 Upon submitting a signed and completed agreement, you will be required to pay the non-refundable set-up fee, in the amount indicated in the agreement, and a security fee deposit. The security fee deposit is, unless agreed otherwise, equal to 1.5 times your monthly (total) Users fee plus VAT. The agreement will be concluded under the condition precedent – which may only be relied on by us – of receipt of your signed and completed agreement and the payment of these fees. All amounts referred to in the agreement are exclusive of VAT (if applicable).

2.2 The security fee deposit 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 security fee deposit, but are obliged to pay them separately. The security deposit fee will be returned to you no later than thirty (30) days following the termination of the agreement, subject to the complete satisfaction of your obligations under the agreement and these Terms. We reserve the right to demand an increase of the security fee deposit in the event the Users fee has been increased (e.g.) further to additional Users using the Workspace and Services. No interest will be paid over the security fee deposit.

2.3 During the term of the agreement, we will process payment for the Users fee of a Resident and other outstanding fees, in advance, prior to the first day of the calendar month the payment pertains to. For Members, we will process payment for the Users fee of a Member and other outstanding fees on the first day after the calendar month the payment pertains to. The Users fee covers the use of Workspace and Services for only the number of Users indicated. Additional Users will result in an increased Users fee. If the amount of Users is lower than the amount of Users specified in the agreement, this will not lead to decreasing your payment obligation, except when explicitly agreed otherwise in writing.

2.4 The User is entitled to the agreed amount of use of meeting rooms and copies/prints. If the User exceed such allocated amounts, the User will be responsible to pay fees for such overages. The applicable fee schedule will be provided upon request.

2.5 We require you to cooperate in providing a mandate for direct debit collection. If payment for the monthly User fee or any other amount due and payable is not made prior to the due date, you will be responsible to pay a penalty amounting to 3% per (commenced) month with a minimum of € 300,-.

2.6 The User fee is subject to an annual indexation according to the Consumer Price Index during the term of this agreement. Fees for overages for prints/copies and meeting room credits are subject to increase from time to time. We will notify you in writing prior to these increases.

2.7 We may withhold services or if you or any User does not comply with the terms and conditions of the agreement and/or these Terms. You are not entitled to offset or settle (“verrekenen”) any amount payable to us with an amount that (you think) we owe you.

2.8 If and where relevant (e.g. if we are leasing the Building), in relation to turnover tax, we agree that if the User is not (or no longer) using the Workspace(s) or causing it to be used for activities entitling deduction of turnover tax and the exception from the exemption to deduct turnover tax from the rental thereby comes to an end, then the User shall no longer be due to pay turnover tax on the fees for using such space but shall be liable, from the date such termination becomes effective, to make a separate payment to us in addition to such fees, in lieu of turnover tax, which shall compensate us in full for: (i) the turnover tax on running costs of and investment in the Building which is not, or no longer, deductible by us as a result of the termination of the option; (ii) the turnover tax which we will have to pay to the Tax and Customs Administration by way of re-calculation as specified in Section 15, subsection 4 of the Turnover Tax Act 1968 or review as specified in Sections 11 to 13, inclusive, of the Turnover Tax (Implementation) Decree 1968, all as a result of the termination of the option; (iii) all other losses suffered by us as a result of termination of the option. Unless our actual damages will be higher, this damages will be deemed to amount to 5% (five per cent) of the fees you have to pay as consideration for using the space.

Terms and termination

3.1 The agreement will be effective when duly signed by both parties and upon payment of the setup and security fee (if applicable) by you. A User appointed by you will be entitled to the use of a Workspace and the Services on the later of the start date specified in the agreement and the date you request the addition of such individual as a User. The right to use a Workspace and the Services for a User terminates upon your removal of such User from the Users list and for all Users upon termination of the agreement. We reserve the right to remove a User from your User list in the event of a breach under the agreement and/or these Terms. The Users will be entitled to start using a Workspace on the start date or, if this is not a business day, on the first business day following the start date.

3.2 If we are unable to make a (sufficient amount of) Workspace available by the start date, save where and to the extent that this would be in breach with mandatory law, we will not be subject to any liability therefore, nor will such failure affect the validity of the agreement. In this event, you will not be obligated to make payments of the Users fee until a (sufficient amount of) Workspace is made available to you. If the Workspace we agreed has not been made available to you within fifteen (15) days of the start date, you may terminate (ontbinden) the agreement by providing us with written notice of such termination at any time before the Workspace is made available to you.

3.3 Both parties may terminate (opzeggen) the agreement before the end of the agreed term or – if an indefinite term applies – before the end of each calendar month by issuing a written notice of termination. A three (3) months’ notice period shall be taken into account for Residents, unless otherwise specified in the agreement. A seven (7) day notice period shall be taken into account for Members. If we have allowed a User to leave any possessions in/at a Workspace, such User has to return the Workspace ultimately on the last business day of the term of the agreement. If not specifically allowed to do so, a User has to return the Workspace upon leaving the Building. You will return the Workspace in the original state, which will be in a good state of repair and without any defects unless agreed otherwise in writing. If the Workspace has not (all) been returned to us in such state, in addition to any claim for damages we may have as a result thereof, you are obliged to pay the Users fee for the period we need to repair any damages, defects, etc. for which you are liable. This paragraph also applies to changes of the Workspace(s) initiated by you.

3.4 Save where and to the extent this would be in breach with mandatory law, we may immediately terminate (ontbinden) the agreement upon breach of the agreement, the Terms and/or mandatory law by you or any User.

3.5 In the event we are leasing the Workspace of which a part has been given in use to you under the terms of the agreement, we are entitled to (early) terminate ((tussentijds) opzeggen) the agreement with a one (1) month’s notice period in the event such lease agreement ends. In such event you will not have a claim on us in this regard – regardless its nature – for any costs/damages you may incur as a result of such (early) termination.

3.6 If you remain using the Workspace(s) after the duration initially agreed on in the agreement, this will – unless we have indicated we are not willing to extend the duration of the agreement – be considered as an automatic extension of the agreement for an indefinite period of time. During such extension period each party may terminate (opzeggen) the agreement with a notice period of three (3) months prior to the end of a calendar month.

3.7 Regardless any of the foregoing, prior to the termination of the agreement you will remove all of your, the Users’ and their Guests’ property from the Workspace. When leaving property behind, we will be entitled to dispose of such property and you will be deemed to have relinquished the ownership of such property. If such property is owned by your Users or Guests, you indemnify us for any claims in relation hereto. You will be responsible to pay any fees reasonably incurred by us regarding such removal. Following the termination of the agreement, we will not (be held to) forward or hold mail or other packages delivered to us.

3.8 You represent that the primary User is duly authorized to represent you, the Company and all (other) Users affiliated thereto in any and all matters in relation to the agreement. Besides the primary User being entitled to represent you, you may be represented by any director duly authorized to represent you. We will be entitled to rely on communications to or from the primary User. We will be entitled to request reasonable information to confirm that an individual claiming to be a director is duly authorized to represent you.

House rules

4.1 You agree that:

(a) keys, key cards and other such items used to gain physical access to the Building or the Workspace (each being a Key) remain our property;

(b) you will cause the Users to safeguard our property and only use the Key in accordance with the Key Use Policy attached to the agreement as Annex 1 as amended by us from time to time;

(d) you shall promptly notify us in writing of any change to your contact and payment information;

(e) we will provide notice to you of any changes to services, fees, or other updates to the email addresses provided by you.

(f) carts, dollies, and other freight items which may be made available to you may not be used in the passenger elevator except at our discretion, if at all;
(g) solely for security reasons, we may regularly record via video certain areas in the Building;
(h) we may disclose information about you or the Users as necessary to satisfy any applicable law, regulation, legal process or governmental request;

(i) you will abide by other rules as determined by (i) us which are communicated to you by email or (ii) applicable law and regulations. We may add, delete or amend the rules at our reasonable discretion and with notice to you.

(j) you acknowledge that the Workspace assigned to you has a limited capacity. Whether or not you have paid for additional Users for your space, no more than that capacity is permitted to work in your space at any given time.

(k) common spaces are to be enjoyed by our Users and Guests, for temporary use and not as a place for continuous, everyday work;

(l) you will adhere to the Code of Conduct of TNW.

4.2 No User will:

(a) perform any activity that is reasonably likely to be disruptive or dangerous to other Users, their Guests, or their property;

(b) use the Services and/or the Workspace to conduct or pursue any illegal activities;

(d) attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Workspace or bring additional furniture into the Workspace, in each case without our prior written consent;

(e) take or copy information belonging to other Users or their Guests;

(f) use (any of) our (trade) name(s) or use pictures or illustrations of the Building in any advertising, publicity or other purpose, without our prior written consent;

(g) use the Workspace in breach with the applicable law and regulations;

(h) make any copies of any Keys or other means of entry to the Building or lend, share or transfer any Keys to any third party; or

(i) allow any Guests to enter the Building without registering such Guest according to our policies in which regard you acknowledge that the Building is of a private and explicitly non-public nature and we may require limitations in the number of Guests.

Spaces

5.1 As a Partner, you are not only authorized to the use of Workspaces as part of the Services – subject to the terms and conditions applicable for Members – but also to the use of a Space in the agreed time slots and for the agreed purposes.

5.2 In relation to the use of a Space, the following applies to such Space and ancillary equipment:

(a) Use of a Space includes use of TNW’s events equipment, furniture and materials at no additional charge. This includes presentation screen and beamer, handheld and wireless microphones, stage, chairs, coat racks and hangers, whiteboards, foldable tables, powerbars & extension cords.

(b) Unless otherwise agreed an agreement excludes: AV Technicians, Security, space setup or extra staff, (i.e. catering, bar staff, etc.). For regular use of the event space, equipment can and may be self-operated by you, in accordance with the user guide and instructions provided by TNW.

(c) Any costs related to damages to event equipment, furniture or materials, caused as a result of hosting, setup or breakdown of the event, or damage caused by Guests beyond wear and tear, either to the event space or equipment will be charged to you, with the exception of damage caused by TNW.

5.3 In relation to the use of a Space, the following applies to payment and cancellation:

(a) 10% of the due sum should be fulfilled before events or activities take place.

(b) Payment has to be fulfilled within a thirty (30) day period after the data of invoice sent by TNW.

(c) If events or activities take place upon shorter notice than thirty (30) days the minimum number of days to fulfil payment is twenty-one (21) days before events or activities take place.

(d) If the payment is not fulfilled within the agreed period, TNW will not guarantee availability of space, activities or services at previously scheduled dates or against previously agreed pricing.

(e) Cancellation with full refund is possible up to fourteen (14) days before your event or activities take place. You will incur 25% of cancellation fees from fourteen (14) days up to forty-eight (48) hours prior to the event should the event be cancelled. You will incur 50% cancellation fees should the event be cancelled less than forty-eight (48) hours prior to the aforementioned date.

5.4 In relation to the use of a Space, the following applies to media:

(a) TNW may include your names and brand in our outreach related to the events or any communication efforts related to TNW’s programming.

(b) Any video recordings, photos, sound recordings or other media material made by TNW or commissioned to be made by TNW, during, before or after the events and activities, that are related to the event, will be owned by TNW and will be used freely at TNW’s discretion.

(c) Within outreach through TNW’s channels relating to the events and activities, TNW will make an effort to clarify your involvement in events and activities and update as well coordinate outreach efforts with you to maximize effect.

(d) You warrant that no third-party rights (will) exist that we (may) act in breach with when acting as set out in this clause 5.3 (either in whole or partially) and you indemnify us for claims in this regard.

5.5 When hosting an event or otherwise allow Guests to access the Building and/or a Space, for security and entrance policy reasons, you will have provided us prior thereto with a list of Guests which shall contain their full names.

5.6 TNW’s purpose is not to provide a Space for an event, but to create a value-adding environment for the Users and other target groups. Events should be aligned with the interests of the Users and other targets groups of TNW. Therefore we reserve the right (acting reasonably) to require to act in accordance with our instructions in connection therewith and/or to (partially) change or cancel an event.

5.7 When using a Space you will act in compliance with all applicable law and regulations applying to such use.

5.8 Save where stipulated otherwise in these Terms or if the nature of such use would oppose this, the conditions applying to the use of a Space apply mutatis mutandis to the use of a Workspace.

Additional agreements

6.1 In order to utilize all the functionalities offered by us, it may be necessary to install software onto a User’s computer, tablets or mobile devices. In addition, from time to time, at a User’s request, we or an affiliate may help troubleshoot problems a User may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we:

(a) are not responsible for any damage to any User’s computer system related to such technical support or downloading and installation of any software;

(b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and

(c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

6.2 To the extent permitted by law, you, on your own behalf and on behalf of the Users, your employees, agents, and invitees, waive any and all claims and rights against us and our affiliates, and each of our and their Users, assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.

6.3 Save where and to the extent this would in breach with mandatory law, the aggregate monetary liability of us or our affiliates to you, the Users, or your or their Guests for any reason and for all causes of action, will not exceed the total fees paid by you to us under the agreement over the last year. We and our affiliates will not be liable under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. Any right to claim damages you may have will cease to exist (vervallen) after one year after the moment the event that caused these damages occurred.

6.4 You will indemnify us and our affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of these Terms by you or the Users or their Guests or pets or their actions or omissions. If any such claim, action, or proceeding is brought against us or our affiliates, you, will at your expense, upon written notice from us, defend such action or proceeding by counsel approved by us. You are responsible for the actions of and all damages caused by all persons that you, the Users or their Guests invited to enter the Building.

6.5 You are responsible to maintain, at your own expense, personal property insurance and commercial general liability insurance covering you and the Users for property loss and damage, injury to the Users and the Users’ Guests and prevention of or denial of use of or access to, all or part of the Premises in form and amount appropriate to your business. We and the landlord shall be named as additional insureds on any such policies of insurance. You shall provide proof of insurance upon our request.

6.6 If the Workspace is in a Building designated by us to be one in which pets are permitted, and if any User plans on regularly bringing a pet into the Workspace, we may require this User to produce proof of vaccination for such pet in a form satisfactory to us. All pets should remain inside the Workspace unless accompanied by a User. If any User brings a pet into the Building, you will be responsible for any hinder and injury caused by this pet to other Users or Guests or to the property of the foregoing. Neither we nor our employees will be responsible for any injury to such pets. We reserve the right to restrict any User’s right to bring a pet into the Building.

6.7 We do not control and are not responsible for the actions of other Users. Actions of other Users will under no circumstance qualify as a breach under these Terms by us. If a dispute arises between Users or their Guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Miscellaneous

7.1 Notwithstanding anything in these Terms to the contrary, we are in agreement that it is not the intention to constitute a lease agreement (huurovereenkomst) . In this regard you acknowledge that it is not the intention to grant the right of use of a specific Workspace or Space, but solely to grant the opportunity to use an undefined space – which shall be appointed by us from time to time – for the purpose of desk works / event which contribute to our mission to create a value-adding environment for our User and other target groups. If these Terms will (whether in whole or in part) be considered as a lease agreement, parties will – to the extent legally possible – waive any right it may have as a result of such qualification. Additionally, you acknowledge that these Terms are of a short-term nature and have been entered into not only because of the Workspace to be used but also for the Services to be provided and (therefore) – and to the extent this would be applicable – reasonableness and fairness precludes that you invokes a right on eviction protection you may have.

7.2 We may from time to time update these Terms and will provide notice to you of these updates. Continued use of the Workspace(s) or Services will constitute acceptance of the new terms. This paragraph will not apply to changes to User fees and overage fees which will be communicated separately.

7.3 These Terms are governed by the laws of the Netherlands. Any proceeding to resolve or litigate any dispute will be heard by the court in Amsterdam (or higher courts).

7.4 We shall not be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and duly signed by us.

7.5 If any of the provisions (or any part of a provision) of these Terms, or the applicability thereof to any party or circumstance, shall be found by a court, arbitrator or other governmental entity to be void or unenforceable or in conflict with the law it shall be deemed severed from these Terms and it shall not affect or impair (i) the legality, validity or enforceability of any other provision (or the remaining part of the relevant provision) of these Terms or (ii) the legality, validity or enforceability under the law of that or any other provision of these Terms. The subject (part of the) provision shall be replaced by a valid, legal and enforceable provision which, seen in the context of the these Terms as a whole, approximates as closely as possible to the original intent of the parties and the subject provision.

7.6 Any and all notices under these Terms will be given in writing which includes via email, and will be effective on the first business day after being sent. Notices via email will be sent to the email addresses specified on the cover sheet, except as otherwise provided in these Terms.

7.7 The headings in these Terms are for convenience only and are not to be used to interpret or construe any provision of these Terms.

7.8 You may not transfer or otherwise assign any of your rights or obligations under these Terms without our prior written consent. You are not entitled to give (parts of) aWorkspace in use to third parties who are not accepted by us as a User.

ANNEX 1 – KEY USE POLICY

1. Each User may receive a Key from us to access our Building and the relevant Workspaces.

2. Each Key is personal to the User and may only be used by that User. A User may not give, lend or sell any Key to any other person or allow any other person to enter the Workspace (with a Key) without our prior approval.

3. Each Key is the responsibility of the User and must be looked after and managed with reasonable care.

4. Each Key remains our property at all times and we reserve the right to retract or deactivate the Key at any time without warning or further liability.

5. If we suspect that a Key has been used fraudulently to access the Workspace and/or the Building, we will deactivate the Key with immediate effect. We reserve the right to prevent the use of, or to withdraw, any Key if it is misused or if it is used in a way that is not permitted by this Key Use Policy or any other policy communicated by us.

6. The User must immediately notify us if a Key is lost, damaged or stolen. You are liable for any costs that we may suffer up to the time that you have reported the Key being lost, damaged or stolen. We will immediately deactivate the Key to prevent any misuse of it upon notification.

7. We may charge for additional or replacement Keys, if they are damaged, lost or stolen.

8. If you terminate the agreement, this shall cause all Keys provided under the agreement to expire as of the date of termination of the agreement. All Keys must be returned to us upon termination of the agreement.

Last updated April, 15 2020.