In this document the following terms shall have the meaning as described below:
|Agreement||means this agreement.|
|Business Day||means a day (other than a Saturday or Sunday or a public holiday) on which banks are open for general business in the Netherlands.|
|Collab||means the co-working space, operated by TSH Collab and to be used by Members as flexible office space only, in accordance with the terms as laid down in this Agreement.|
|Commencement Date||means the commencement date of this Agreement, being the first day you will get access to the Workspace or Office which will either be the first calendar day of the month or, in the event of a Flex Membership, the first Business Day of the month.|
|Head User||Means the primary Member that concludes this Agreement.|
|House Rules||means the house rules applicable in Collab, which are added to this Agreement.|
|Member||means any person with a Membership at Collab, as listed on the Member List.|
|Member List||means the list of Members under a certain Membership.|
|Member Portal||means the online member portal, where Members can check invoices, report complaints, book meeting rooms and change or update personal contact details.|
|Membership||Means any of the different types of Memberships you can choose when you sign this Agreement.|
|Membership Fee||means the monthly fee due for the Membership of your choice.|
|means a private lockable office space located in Collab.|
means You and TSH Collab
means You or TSH Collab
means the payment of the Membership Fee or additional services, as described in more detail in Article [include article]
|Services||means the Services Collab provides You.|
|Term||means the term of the Agreement, as described in more detail in Article [include article]|
|We / Us||means TSH Collab.|
|means a workspace, either designated or non-designated, located in Collab.|
means the person or legal entity that has concluded a contract for the performance of services as referred to below. The Contracting Party shall also be understood as the party that is legally and financially liable for its guests as referred to below.
2.1. Term and Termination
(a) Application Collab will send you an email with a link including an electronic subscription form, containing all details of your application. This link is valid for 24 hours as of transmission. Upon receipt of your confirmation on the subscription form by TSH Collab, TSH Collab may, within 24 hours after receipt of such confirmation, to its sole discretion, confirm that the Parties have entered into this Agreement. The Agreement only becomes effective subject to the condition that We received Your Payment as mentioned under article 2.2..
(b) Term The term of the Agreement will be mentioned on the front page of your contract. The term shall be renewed for a consecutive period as mentioned in your contract until this Agreement is terminated by one of the Parties.
(c) Termination prior to Commencement Date you have the right to terminate this Agreement free of charge within 24 hours after you have received the confirmation of Us that we entered into an Agreement.
(d) Termination after Commencement Date After the Commencement Date, We have the right to terminate this Agreement at any moment, with due observance of a notice period of at least one (1) calendar month. You also have the right to terminate this Agreement, with due observance of our notice period: One (1) calendar month notice for desks, by the end of a month. Two (2) calendar month notice for offices, by the end of a month. If you have one (1) year contract, you have the right to terminate this [include date].
(e) Termination by TSH Collab TSH Collab reserves the right to (temporarily) withhold its services or terminate this Agreement with immediate effect, in the event of:
1) a breach of this Agreement by you or any Members subscribed on your account;
2) termination, expiration or material loss of the rights of TSH Collab, which prevents TSH Collab to perform its duties under this Agreement;
3) any outstanding fees that remain unpaid in case you fail to fulfill your duties;
4) you or any of your Members fail to comply with the terms and conditions under this Agreement or our House Rules and any other policies or instructions provided by Us.
In case of termination under this Article 2 (e), you and any of your Members remain individually liable for any amounts due under the Agreement and such termination will be without prejudice to our rights to collect such payments.
(f) Your last day In the event this Agreement is terminated You shall properly clean your desk and/or your Workspace or Office and don’t forget to hand in your key-card.
(g) Removal of Property Ultimately on the last day of this Agreement, You are obliged to remove all of your, your Members’, and your or their guests’ properties from the Workspace or Office, which means any items present in the Workspace or Office, which is not TSH Collab’s property. If you fail to timely remove your properties and after We provided You with reasonable notice, TSH Collab has the right to remove of any of your properties. For the avoidance of doubt, TSH Collab will in such event not have any obligation whatsoever to store and/or guard such properties, and by entering into this Agreement you waive any and all possible claims or demands regarding such properties. In such event, you will further be responsible for paying any costs reasonably incurred by us with regard to the removal by us of such properties. As from the expiration of this Agreement, We will further not forward or hold any of your mail and/or other packages delivered to Us. We cannot be held liable for any loss or damage if you fail to redirect the delivery of mail and/or packages to a different address.
(a) First Payment Your first Payment has to be made upon signing the Agreement on the Member Portal and acceptance thereof by TSH Collab. The first payment consists of:
- the Membership Fee for the first month of your Membership; and
- a deposit in the amount of 1x the monthly Membership Fee
(b) Subsequent Payments Any subsequent Payments of the Membership Fee shall be made by you via direct debit. The monthly Membership Fee will be collected from your bank account on a monthly basis, on or before the first day of each month during the term of this Agreement. You can find your monthly invoices in your Membership Portal.
(c) Additional services Next to your monthly Membership Fee We can also charge costs for additional services (such as, but not limited to, extra prints and/or the additional use of conference rooms). The costs for additional services are included on your monthly invoice.
(d) Late Payments In the event any Payment is not made on or before the due date of the relevant Payment, TSH Collab will send you a reminder for the relevant Payment, within 2 Business Days. In the event that you still haven’t made the relevant Payment within 10 Business Days, a fine in the amount of € 25 a month will be charged, regardless of the amount of the relevant late Payment.
(e) Default of Payment In the event of a default of Payment TSH Collab has the right to terminate the Agreement as stated under article 2.1. (f). Please note that reversal of Payment will also be considered default of Payment. In case of default of Payment any specific conditions agreed between Parties (such as, deductions or discounts) will immediately lapse.
(f) Refund of Deposit After termination, We will check the Workspace or Office used by you pursuant to this Agreement, in order to identify whether any damages were caused to the Workspace or Office. To the extent no damages have been identified by us, We will return the deposit paid by You within a period of two (2) months.
(a) Access Every Member will receive a personal Collab (entrance) card. This card can be used for entrance to the Workspace or Office and can be used for printing and certain discounts. You may also need this card for identification when you enter Collab. When you sign up for your membership at Collab you have to create a private password that gives you access to the Member Portal.
(b) Member List Only persons that are listed on the Member List are regarded as Members. Members are entitled to the Services under this Agreement as per the Commencement Date. TSH Collab does not accept any responsibility and/or liability whatsoever as regards the correctness, completeness and/or accuracy of the Member List.
(c) Head User If there are more Members that represent a company one of these Members will be designated as Head User. The Head User has the sole authority to alter or terminate this Agreement, and is regarded as the first point of contact for TSH Collab for any and all matters regarding this Agreement. The Head User will, upon written request hereto by TSH Collab, provide TSH Collab with a document evidencing that the Head User has a legally valid power of attorney to represent its company in all matters regarding the Membership and this Agreement.
(d) Updates to Member List When replacing a Member, the Head User must provide TSH Collab with the new Member’s name, date of birth and email address and the effective date of the change. Upon confirmation by TSH Collab the update of the Member List will take effect. TSH Collab will create a profile for all (new) Members on the Member Portal. By adding a new Member to the Member List, the Head User has obtained all necessary consent from such Member for the creation of a profile of that Member.
3.2. Access to Workspaces and Offices
(a) Opening hours Regular business hours are from 8:30 a.m. until 6.30 p.m..
(b) Guests Every Member may invite a maximum of three (3) guests in the Workspace of Offices for a maximum of two (2) hours during regular business hours. In case that the amount of guests or the amount of hours of visit will be exceeded a Member is obliged to book a conference room. Please note that guests always have to be registered when entering TSH Collab.
(c) Conference rooms Every Member can book a conference room for its guests. Conference rooms can only be booked via the Member Portal. TSH Collab reserves the right to rent and/or use the conference rooms and/or public areas for events.
(d) Office Space Not Timely Available If We are unable to timely make the Workspace or the Office available by the Commencement Date for any reason, TSH Collab is not liable for any of the consequences thereof nor will this affect the validity of this Agreement. However, in such event you will be only due the Payments under this Agreement if and when the Workspace or Office is made available to you.
(e) Reserved Rights We reserve the right to access all Workspaces and Offices, with or without notice for safety or emergency purposes or for any other purposes. To this end, We also reserve the right to temporarily move furniture present in the Workspaces and Offices. We further reserve the right to alter and/or modify the Workspaces and Offices. Any of the above mentioned services may be provided by TSH Collab, and affiliates of TSH Collab or by a competent third party, such to the sole discretion of TSH Collab.
3.3. Internet and technology
(a) WIFI Every Member will get access to WIFI of TSH Collab.
(b) Internet connection We do not guarantee any privacy as regards our internet connection, networks, telecommunications systems and/or similar systems, and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, regardless of whether such activity takes place on equipment owned by You, Us or any third party. Please note that We are not responsible for any loss or documents and/or files in case of network failures or power outage.
(c) Software/technology For the proper performance of the Member Portal and/or other technical (computer) systems used by TSH Collab, it may be necessary to install software on a Member’s computer, tablet, or other electronic device. Further, upon request thereto by a Member, We (or a third party engaged by Us), may assist in managing problems a Member may have in relation to said Member Portal or other system(s). In this light you agree that neither We (nor any third party engaged by us):
1) are liable for any kind of damage to any Member’s computer, tablet or other electronic device or system, such in the broadest sense of the word, which may result of (technical) support and/or installation of any software; or
2) offer any kind of warranty, either expressed or implied, regarding any of such technical support.
4.1. Prohibited use of the Workspaces and Offices
(a) Competition Companies that are, in the broadest sense of the word, competitors of TSH Collab are not allowed to hire a Workspace and/or Office.
(b) Retail Use of a Workspace and/or Office for retail purposes, medical purposes, or other purposes in the broadest sense of the word are permitted.
(c) Illegal activities Use of the Workspace and/or Office for the purpose of any illegal activities or activities that may reasonably be considered to be against public decency, all in the broadest sense of the word.
4.2. Obligations of Members
(a) Damage In case any damage has occurred to the properties of TSH Collab, including but not limited to damage to (entrance) doors and lockers, We cannot be held liable for disappearance or theft of your properties, unless you have sent us a written notification at the moment the damage has occurred and we have had a reasonable amount of time to fix the damage.
(b) Security and Insurance For the purpose of safeguarding Your and other Member’s security in TSH Collab, We reserve the right to install video surveillance in the building. We will do best endeavors to safeguard your and your guests properties, but We encourage to takeout a fire and theft insurance.
(c) Other Members We do not control and are not responsible for the actions of any other Members and/or their guests. Should a dispute arise between Members and/or their guests, We shall have no responsibility or obligation to participate, mediate or indemnify any party whatsoever.
4.3. Privacy and intellectual property rights
(a) Privacy TSH Collab reserves the right to collect personal information about You and your Members, including but not limited to information provided in light of this Agreement. You are not obliged to provide us with personal information, and any information collected by Us will be provided by You at your sole discretion. By entering into this Agreement You allow Us to collect, use, store and transfer such information to our personnel, advisors, services providers and/or our affiliates, in accordance with applicable laws and regulation. You and the Members on your Member List have the right to inspect and rectify the information that We have collected from You.
(b) Use of trademarks Without prejudice to any rights you may have under trademark or copyright or similar laws, and without TSH Collab becoming due any kind of compensation to you, TSH Collab is entitled to the use of your name(s) and/or trademark(s), such in the broadest sense of the word, for promotional purposes. You will ensure that you have obtained, in writing, all permissions, in the broadest sense of the word, necessary for granting TSH Collab the above mentioned rights.
(c) Intellectual property The (intellectual) property rights relating to design, content and of TSH Collab and its affiliates including but not limited to text, data files, photos, (still and / or moving) images, audio material as Well are owned by Us or our licensors .
Reproduction (including processing) and / or disclosure is prohibited without the prior written consent of TSH Collab
5. Additional Agreements
(a) Waiver of Claims To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees and guests, waive any and all claims and rights against us and parties engaged by us, such in the broadest sense of the word, resulting from injury or damage to, or destruction, theft, or loss of, any property and/or person.
(b) Liability and indemnification Any and all liability of TSH Collab and/or any party engaged by Us, such in the broadest sense of the word, will not exceed the total Membership Fees paid by You to Us under this Agreement during a period of 12 months prior to the claim arising. You will indemnify us and any party engaged by us, such in the broadest sense of the word, from and against any and all claims, liabilities, and expenses resulting from any act or omission by you, your Members or their guests.
(a) Governing Law and competent court This Agreement and anything in connection with this Agreement shall be governed by and construed under the laws of the Netherlands. Any dispute arising from this Agreement shall be exclusively be brought before and judged by the competent court of Amsterdam.
(b) Severable Provisions Each and every provision in this Agreement shall be considered separable. To the extent that any provision of this Agreement is invalid or void, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
(c) Notices Any and all notices under this Agreement by TSH Collab may be given by email, to the email address provided to you by TSH Collab.
(d) Disclosure of information to the extent required by law, rule, regulation, court or government order or anything similar to these, We reserve the right to disclose information about You and your Members.
(e) Headings The headings in this Agreement are for the ease of reference only and are not to be used to interpret or construe any provision of the Agreement. Any use of ‘including’, or ‘such as’ in this Agreement shall be read as being followed by ‘without limitation’ wherever appropriate.
(f) Assignment You may not transfer or otherwise assign any of your rights or obligations under this Agreement without the prior written approval by TSH Collab. We may assign this Agreement without your consent.
(g) House Rules The House Rules of TSH Collab apply to all Members and their guests. If the House Rules are ignored by Members and/or their Guests TSH Collab has the right to undertake action as described in article 2.1. of this Agreement.
(h) Entire Agreement This Agreement 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.