Terms & Conditions
1. Definitions
1.1. Service Provider: Officina or his/its legally valid representatives, directors and/or employees who provide the agreed services. Reachable by e-mail [email protected], telephone 010-8485370, postal address, Weena 690, 3012 CN, Rotterdam.
1.2. Client: The natural or legal person, or a partnership of natural and/or legal persons, with whom Service Provider has an agreement to offer and provide the service(s) in the name and at the expense and risk of this natural person or legal entity.
1.3. Mailing Address: Entitles Customer to receive mail at the Officina location specified in this Agreement.
1.4. Visiting & Business Address: in addition to the Postal Address, grants the Client unlimited access to the Social Workspace at the Officina location mentioned in this Agreement during opening hours as stated in the house rules of the location, and the right to register the address as a visiting and business address with the Chamber of Commerce.
1.5. Sheltered workplace: flexible workplaces in the office lounge of the Officina location mentioned in this agreement during opening hours, as stated in the house rules of the location, including use of electricity, Wi-Fi and coffee machine.
1.6 Workplace: (flex) workplace in an office furnished with desk and office chair at the Officina location mentioned in this agreement, including use of the facilities and amenities as stated in the agreement.
1.7 Private office: your own office space at the Officina location mentioned in this agreement including use of the facilities and amenities as stated in the agreement.
1.8 Location: the Officina location specified in this Agreement where the agreed services are provided. Unless otherwise stated, all services are provided exclusively at this particular location.
1.9 House Rules: The house rules as referred to in Article 3.1 of these General Terms and Conditions.
2. Services
Virtual Office, Postal and/or Business Address
2.1 Service Provider will forward postal items and letterbox packages (not larger packages) weekly by means of standard shipping to the postal address provided by Customer.
2.2 The postage costs incurred by the Service Provider for forwarding will be charged to the Client afterwards, including the handling fee.
2.3 The Service Provider does not guarantee the receipt and forwarding of mail and letterbox parcels, but will make every effort to ensure correct handling at all times.
2.4 In particular, the Service Provider does not guarantee the receipt and forwarding of mail and letterbox parcels for which receipt must be signed or which differ from letterbox mail due to size and/or weight or which are expected to contain perishable or dangerous goods.
2.5 Service Provider is not liable for any damage resulting from the loss or damage of mail and letterbox parcels.
Social Workplace and Workplace
2.6 Sheltered workplace: includes all services described in articles 2.1 to 2.4 with the addition of access to the Sheltered workplace for one person at the Officina location mentioned in this agreement, based on availability, during opening hours as stated in the house rules of the Officina location in question and the right to use the office address as a post, visiting and business address.
2.7 Workplace: includes all services described in Articles 2.1 to 2.5 with the addition of limited access and use of one flexible workspace in a shared office space, based on availability and the agreed frequency.
Private office
2.8 Private office: includes all the services described in Articles 2.1 to 2.5, in addition to unlimited access to your own unshared office space. Unlike the other Services, the Service Provider and the Client qualify the agreement under which the Service Provider makes a Private Office available to the Client for the exclusive use of the Service Provider as a rental agreement.
Special conditions for the use of the workplace and private office
2.9 Upon termination of this agreement, the customer must, if necessary, vacate the location and leave the location in the same condition as it was when it was occupied by the customer, as described in the Official Report of Delivery as referred to in art. 2.12. Upon departure of the customer or if the customer chooses to move to another room(s) within the location, the Service Provider reserves the right to charge a reasonable fee for repair work, except in the case of wear and tear due to normal use. If, after termination of the agreement, the Customer leaves items at the location or in the premises, the Service Provider may dispose of them on behalf of the Customer in any manner desired by the Service Provider without any responsibility to the Customer or any obligation to remit any sales proceeds.
2.10 The Client must use the accommodation exclusively as an office. Use of the office where there is frequent attendance by the public, other than is customary in the normal course of business within an office environment, is not permitted. If the Client receives guests in the accommodation, the Client will ensure that nuisance or nuisance caused by these guests is limited. In particular, the Client who uses the Workplace prevents nuisance or inconvenience to any co-users of the Workplace in question.
2.11 Office equipment: The Client may not install cabling or telephone connections without the consent of the Service Provider. The Service Provider may unilaterally refuse this consent without giving any reason. Before processing a request for consent by Service Provider, the Customer must provide the Service Provider with an overview of all installations (e.g. IT or electrical installations) and allow to verify that such installations do not interfere with the use of the space(s) by other Customers, the Service Provider or the owner of the building.
2.12 Completion: In the case of the workplace and private office services, an Official Report of Delivery will be attached at the conclusion of the agreement. This Acceptance Report describes the condition of the accommodation in which it was located at the time of completion.
2.13 Registration and deregistration from the Chamber of Commerce: The Client may register with the Chamber of Commerce at the address where the Client rents the office. Upon termination of the rental agreement, the customer must deregister from the Chamber of Commerce at this address. In addition, upon termination, the Client is obliged to provide proof of deregistration with the Chamber of Commerce. The Service Provider may retain possession of the deposit until such proof has been provided.
Use of space
2.14 Insurance: The Client is responsible for obtaining insurance for property located in the accommodation or otherwise in the Venue, and for its liability to employees and third parties. The Service Provider strongly advises the Customer to take out such insurance and assumes that Customer will do so.
2.15 Office space(s): The Service Provider must make available the space as agreed with the Client in the agreement. This agreement specifies which space the service provider has initially allocated to the Customer for use. With the exception of the private office service, the Client has a non-exclusive right to the space(s) allocated to him. In some cases, the Service Provider may have to allocate other spaces, which the Client accepts in advance. These spaces will be of a reasonably comparable size and quality and the Service Provider will inform the Client in advance of this change.
2.16 The Service Provider's IT: Regardless of the fact that the service provider has Internet security protocols in place, the Service Provider does not provide any guarantee regarding the security of the Service Provider's network (or the Internet) or any information that the Customer posts on it. The Client must take the security measures (such as encryption) that it deems desirable in view of its circumstances. The Service Provider cannot guarantee that a certain degree of availability will be achieved with regard to the Customer's use of the Service Provider's network (or the Internet). The Customer's sole and exclusive right shall be to remedy such breach by the Service Provider within a reasonable period of time, upon written notice thereof.
2.17 Access to the premises: It may be necessary for the Service Provider to enter the Client's premises and it has the right to do so at any time. Unless there is an emergency situation or a notice of termination to the Customer, the Service Provider will endeavour to notify the Customer in advance, either orally or electronically, if the Service Provider requests access for the purpose of carrying out tests, repairs or inspection, cleaning and maintenance work other than the usual ones. The Service Provider shall also endeavour to comply with reasonable security procedures to protect the confidentiality of the Client's business affairs.
2.18 Availability at the commencement of this agreement: If, for any reason, the Service Provider is unable to make the space specified in this agreement available on the intended commencement date of this agreement, it shall not be liable to the Customer for any loss or damages, but the Customer may terminate the agreement without penalty. For space that the Client cannot use, the Service Provider will first charge the monthly office fee when the space is available. The Service Provider may postpone the commencement date of this agreement, provided that it makes available to the Client replacement space of at least the same size as the space specified in the contract.
2.19 The Service Provider has no or limited influence on maintenance of the functioning of (technical) facilities and installations in, at or around the Officina location. In the event that repair or maintenance is desired, requested or deemed necessary, the Service Provider will make every effort to do so. Reports can be sent by email to [email protected].
3. This Agreement
3.1 Compliance with the House Rules: The Customer is obliged to comply with the House Rules that the Service Provider generally imposes on users of the Officina location. Such rules are applied to protect the Customer's use of the Officina site for work. The House Rules vary per Officina location, were sent to the Customer by e-mail prior to the conclusion of the agreement, can be requested per location and form an inseparable part of the agreement.
3.2 Duration: This Agreement is valid for the term stated therein and is automatically renewed for consecutive Term as stated in the Agreement. All time limits run until the last day of the month on which they would otherwise expire. In the event of renewal, the current rate for the services will be charged.
3.3 Renewal: The extension of the agreement as described in the previous article does not apply to monthly contracts and if the agreement includes a definitive end date. If a definitive end date is stated, the agreement will end on this end date, regardless of the extension or notice period, without the need for a (written) reminder or confirmation. Service provider will contact you before the end date for a delivery appointment.
3.4 Termination: Both the Service Provider and the Client may terminate this agreement after the first contract period stated therein by registered written notice to the other party at the address referred to in Article 1.1, with due observance of the notice period as stated in the agreement. If this agreement, an extension or renewal is for three months or less, either the service provider or the customer may terminate it with due observance of a notice period of at least three calendar months, unless otherwise stated in the agreement. If the customer has a monthly contract, either party may terminate this contract with a minimum notice period of one month starting on the first then of the following calendar month.
3.5 If the Officina location is no longer available: in the event that the Service Provider is permanently prevented from making the services specified in this agreement available at the Officina location, this agreement shall be terminated and Customer shall only be liable for the monthly office fee and the fee for additional services used by the Customer until the date of termination. The Service Provider will then try to offer the customer a suitable replacement service at another Officina location.
4. Compliance with laws and regulations
4.1 Compliance with the law: The Customer must comply with all applicable laws and regulations in the conduct of its business. Customer is not permitted to engage in any illegal activity when using the Officina location. Customer shall refrain from anything that may interfere with the use of the Officina location by the Service Provider or others, including but not limited to political campaigning or immoral activity, that may cause any inconvenience or increase in the insurance premiums payable by the Service Provider or any loss or damage to the Service Provider (including reputational damage) or to the holder of any interest in the building in which the Officina used by the Customer is located recorded. Both the Client and the Service Provider must comply with relevant anti-bribery and anti-corruption laws at all times.
4.2 If the Service Provider is informed by a government agency or other legislative body that there is a reasonable suspicion that the Customer is engaging in criminal activity from the Officina location, the Service Provider is entitled to terminate this agreement with immediate effect.
4.3 The Client acknowledges that (a) the provisions of this clause constitute a material motivation for the signing of this agreement by the Service Provider and (b) the Client's failure to comply with this clause constitutes a material breach on the part of the Client under the provisions of these terms and conditions, which entitles the Service Provider to terminate this agreement.
5. Destination and use of space
5.1 The Client may not offer any services or products that compete with the Service Provider, for example by offering furnished office space(s), virtual offices or associated services.
5.2 Name and address of the Customer: The Customer is only permitted to carry out the business activities under its own name or any other name previously approved by the Service Provider.
5.3 Use of the service(s) is reserved for the Client and/or his or her employees and occasional visitors. Use by third parties or the transfer of the service(s) with associated rights and obligations is only permitted with the prior written consent of the Service Provider.
5.4 Use of the address of the Officina location: The Customer is permitted to use the address of the Officina location as a postal visit and business address if this has been agreed. Any other use without the prior written consent of the Service Provider is prohibited.
5.5 The Customer is not permitted to change any part of the space without the written consent of the Service Provider and the Customer must take proper care of all parts of the venue used by the Customer, the equipment, furniture and the fixtures and furnishings.
5.6 The Client shall be liable for any damage caused by him or those present at the site with his express or tacit consent or at his invitation, including all employees, contractors, representatives or other persons present at the site.
6. Liability of the Service Provider
6.1 To the fullest extent permitted by applicable law, the Service Provider shall not be liable for any loss or other damage resulting from the Service Provider's failure to provide a service as a result of a technical failure, strike or termination of the Service Provider's interest in the building in which the Officina location is located.
THE CLIENT EXPRESSLY DISCLAIMS AND UNDERTAKES NOT TO BRING ANY CLAIM FOR DAMAGES IN RESPECT OF ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, BUSINESS, PROFITS, PROFITS OR LOSS OF DATA ARISING FOR ANY REASON WHATSOEVER OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY FAILURE IN THE SERVICES PROVIDED HEREUNDER, ANY ERROR OR OMISSION IN THIS REGARD, ANY SHORTCOMING OF ANY COURIER SERVICE IN THE (TIMELY) DELIVERY OF ITEMS (POST, PARCELS, ETC.) OR ANY INTERRUPTION OF SERVICES.
7. Fees
7.1 Taxes and Fees: Customer undertakes to pay directly (i): all sales and use taxes, duties, and other taxes and concession fees owed by it to any governmental entity (and will provide the Service Provider with evidence of such payments upon request) and (ii) any taxes paid by the Service Provider to a governmental entity that are attributable to the space, where applicable, including but not limited to any gross proceeds, rents and taxes for actual use, taxes on tangible movable property, or other documentary taxes and duties.
7.2 If the agreement between Service Provider and the Client concerns a rental agreement for a Private Office, the parties will opt for VAT-taxed rental, if and to the extent that the Client meets the applicable requirements. If the Customer fulfils the VAT-taxed rental, or if the requirements for VAT-taxed rental are no longer met during the rental period, the Customer will owe a monthly fee to compensate for a.) the non-deductible turnover tax on the operating costs of the Private Office or investments therein; b) the turnover tax that the Service Provider must pay to the Tax and Customs Administration as a result of the termination of the option for recalculation as referred to in Article 15, paragraph 4 of the Turnover Tax Act 1968 or adjustment as referred to in Articles 11 to 13 of the Turnover Tax Implementation Order 1968; and/or c. any other damage (including fines from the tax authorities) suffered by Service Provider as a result of the termination of the option.
7.3 Deposit: At the conclusion of this agreement, the Client must pay a deposit for the services in the amount of at least two months' fixed monthly fee (where applicable plus VAT/tax), unless a different amount is stated on the cover page of the agreement. This shall be held by the Service Provider without accrual of interest as security for the fulfilment of all the Client's obligations under this agreement. The security deposit for services or the remaining balance will be refunded to the Customer after the Customer has settled the outstanding fees and other costs with the Service Provider and the funds have been transferred. If the Service Provider uses the security deposit, the Customer is obliged to supplement the deposit to the amount of the original amount paid as a security deposit at the first request of the Service Provider.
7.4 Registration fee: If the Client is required to pay a one-time registration fee, this will be stated in the agreement.
7.5 Payments; the Service Provider strives for efficient business operations. To this end, the Service Provider sends all invoices electronically (where permitted by law).
7.6 The Customer grants the Service Provider a SEPA mandate so that payments by Direct Debit as agreed in the agreement are made monthly or quarterly in advance.
7.7 Late payment: If the Client fails to pay the fees due on time, the Client will be charged the statutory interest rate for commercial transactions applicable at that time on the outstanding balance each month. If the Customer disputes any part of an invoice owed by the Customer, the Customer must pay the invoice in full by the date of due and payable. Suspension, set-off or postponement/waiver of payment by the Client are otherwise excluded.
7.8 Reversal of the direct debit: If, for example, the direct debit is reversed due to insufficient funds, as a result of which the payment term is exceeded, the Customer will owe a compensation of at least €25.00 in administration costs on top of the monthly fee as stated in the agreement. If the Customer informs us in a timely manner that the collection cannot take place, the Service Provider may refrain from charging these costs.
7.9 If this agreement is for a period of more than 12 months, the Service Provider may increase the monthly fixed fee from one Year after the commencement date of this contract. This increase shall be based on the national consumer price index or such other predominantly equivalent index as the Service Provider may use instead if a Consumer Price Index is not available. In the event of a negative index, prices will not be reduced. Renewals are calculated separately based on the annual indexation increases. Monthly contracts use the index mentioned above or the current fixed monthly price, whichever is higher. In addition, Service Provider may unilaterally decide to increase the rate for the service(s). The Service Provider will inform the Client of this at least three months in advance. If the Client does not agree to the increase, the agreement may be terminated with due observance of a notice period of at least three calendar months and on the basis of the rate already in force at that time.
7.10 Standard service: The monthly fee and any ongoing additional services purchased by the Customer are payable monthly in advance. Unless otherwise stated in writing, these ongoing services will be provided by the Service Provider for the duration of this agreement (and any renewal thereof) at the specified rates.
7.11 The fixed monthly fee and the fee for the additional services (as stated in the agreement) for the first month of the contract period, together with the one-off fee and the security deposit plus the applicable taxes in accordance with the rates published by the Service Provider, must be paid and received by the Service Provider on or before the commencement date, delivery and/or key handover or within 14 days after signing the agreement.
7.12 Usage-based fee and additional variable services: Usage-related fees for services, plus the applicable taxes in accordance with the rates communicated by the Service Provider, which are subject to periodic change, are invoiced in arrears and are due in the month following the calendar month in which the additional services were provided.
7.13 Discounts, offers and promotions: If the Customer has taken advantage of a special discount, offer or promotion, the Service Provider has the right to cancel it without prior notice in the event of non-compliance with these terms and conditions by the Customer or in the event of late payment in two or more cases.
8. Rights of Service Provider in the event of a Client's failure to comply
8.1 Suspension: To the extent permitted by law, the Service Provider may suspend the performance of the services to be performed by it under the agreement between the Service Provider and the Client. The suspension of the service includes, among other things, the suspension of the provision of a workplace or office space (for example, by means of the withdrawal of access cards, tags, drops, keys and the replacement of locks), and the general refusal of access to the Location.
8.2 In any case, Service Provider can make use of its power of suspension in the event of non-payment, which in any case is understood to mean a payment arrears of 2 or more months in the event of an agreed term of 1 year or less, or a payment arrears of 3 months or more in all other cases. Furthermore, Service Provider may exercise its right of suspension if the Customer's conduct, or the conduct of someone present at the Officina location with its consent or at its invitation, is incompatible with normal office practice, which will be determined by the Service Provider at its sole discretion and (i) such conduct is repeated despite the Customer having received a warning or (ii) such conduct is sufficiently material (according to the Service Provider) to justify immediate suspension of service. Furthermore, the Service Provider may make use of its right of suspension, among other things, if the Client has not paid its first instalment payment and/or the deposit as referred to in art. 7.1 of these general terms and conditions on time, at the latest before the commencement date of the right of use.
8.3 If the Service Provider suspends its obligations under the agreement with the Customer, the Customer is still obliged to continue to comply with its obligations, including paying the monthly fee.
8.4 In any case, the Service Provider shall terminate the suspension and, if applicable, grant the Client access to the Location (and the workplace or office space) as soon as – depending on the reason(s) for suspension – any payment arrears have been paid in full, the deposit has been deposited and/or if, in its opinion, Service Provider has gained sufficient confidence that the Client will behave in accordance with normal office practice in the future.
8.5 During the period that Service Provider makes use of its right of suspension, the Client has the right in principle to enter the Location during regular office hours under the supervision of (an employee/auxiliary person of) Service Provider, solely for the purpose of removing movable property belonging to it from the Location. To do so, the Client must submit a request to the Service Provider, after which the parties will schedule an appointment. Service Provider will handle this request expeditiously and will only refuse the request on urgent grounds.
8.6 Penalty clause: If the Client does not comply with the regulations contained in the agreement, these general terms and conditions and the House Rules, the Client will forfeit to the Service Provider, insofar as no specific penalty has been agreed, an immediately payable penalty of € 250 per incident, or € 250 for each calendar day on which the violation continues. The foregoing does not affect the right of the Service Provider to exercise its other rights, including the right to performance and the right to full compensation to the extent that the damage suffered exceeds the forfeited penalty.
8.7 Immediate dissolution of this agreement: To the extent permitted by law, the Service Provider may terminate this agreement with immediate effect, without the need for any further proceedings if: (a) the Client is declared bankrupt, in liquidation or is no longer able to pay its debts on time, at least to the extent permitted by Article 39 of the Bankruptcy Act (b), the Customer fails to comply with any of its obligations for which no remedy is possible, or (c), its conduct or that of anyone present at the Officina location with its consent or at its invitation is incompatible with normal office practice, which shall be determined by the Service Provider in its sole discretion and (i) such conduct is repeated despite the Customer having received a warning, or (ii) such conduct is sufficient substantially (in the opinion of the Service Provider) to justify immediate termination. If the Service Provider terminates this agreement for any of these reasons, it shall not terminate any ongoing obligations, including additional services used, requested or desired under the agreement, and the monthly office fee for at least the remaining term that this agreement would have lasted if the Service Provider had not terminated it.
8.8 Failure to behave in accordance with normal office practice shall in any case include violating these general terms and conditions, violating the house rules of the relevant Location and causing serious or repeated nuisance to Service Provider and/or co-users of the Location (on other grounds).
8.9 The Customer is aware that Service Provider is not always fully aware of all events that occur at a Location, and in that context is also dependent on complaints, reports and comments from its customers. In view of this, the Customer accepts that if Service Provider receives complaints about the Customer from fellow users – in particular when it concerns repeated complaints from two or more fellow users – Service Provider may, at its sole discretion, assume the correctness of these complaints, for example to establish that the Customer has violated these terms and conditions , the House Rules, or (otherwise) causing nuisance. This does not alter the fact that Service Provider will always make every effort to conduct thorough research in response to complaints, reports and comments received.
9. Use of personal data
9.1 The customer acknowledges and agrees that its personal data may be transferred to or made accessible to any entity of the Service Provider, regardless of where they are located, for the purpose of providing the services in question.
10. Miscellaneous
10.1 Employees: During the term of this agreement and for a period of six months thereafter, neither the Service Provider nor the Customer is permitted to knowingly solicit employees who are not already employed by the Service Provider, the Customer or other Customers working at the site for employment or an employment contract. This obligation applies during the term of the agreement and for a period of three months thereafter for every employee working in the Officina location. It is stipulated that, if applicable, the defaulting party will reimburse the non-defaulting party an amount equal to six months' salary for such an employee. The provisions of this article do not prevent a party from employing a person who responds in good faith and independently to an advertisement addressed to the public at large.
10.2 Notices: All formal notices must be sent in writing, including by email, to Service Provider. It is the Customer's responsibility to keep Service Provider informed at all times of any changes to its contact details.
10.3 Confidentiality: The terms of this Agreement are secret. Neither the Service Provider nor the Customer is permitted to publish this agreement without the consent of the other party, unless they are required to do so by law or by a public authority. This obligation shall continue for a period of three years after termination of this Agreement.
10.4 Applicable Law: This contract shall be interpreted and enforced in accordance with the laws of the country in which the relevant Officina location is located. All procedures to resolve a dispute will be conducted in the country where the Officina location is located. Even if any of the provisions of these Terms are not valid or enforceable under applicable law, the remaining provisions shall remain in full force and effect.
10.5 Competent court: The District Court of Rotterdam has exclusive jurisdiction to hear any dispute. If the Officina location in question is located outside the Netherlands, the court of first instance in whose area of operation the Officina location is located is competent.
10.6 Amendment clause: Service Provider is entitled to unilaterally amend these General Terms and Conditions. In the event of changes, Service Provider will inform the Client of these changes. There will be at least one month between the notification and the entry into force of the amended conditions. If the Client does not agree with the changes, the Client may terminate this agreement with a notice period of three months without observing the agreed contract period and notice period.