Terms & Conditions

GENERAL CONDITIONS BOUNCESPACE OVERTOOM

Article 1 General

1.1  In these general terms and conditions the following definitions are used:

Agreement: the total constellation of rights and obligations of User and BounceSpace, as laid down in (a) these Terms, (b) the Registration Form, (c) the House Rules, and (d) the (verbal or written) services contract (overeenkomst van opdracht) entered into by User and BounceSpace on cases by case basis.

Additional Services: shall have the meaning ascribed to it in Clause 4.1.

BounceSpace: BounceSpace B.V., with its registered address at Overtoom 141 1054 HG Amsterdam, the Netherlands, registered with the Trade Register of the Chambers of Commerce under number 59013745.

Completion Report: shall have the meaning ascribed to it in Clause 4.1.

House Rules: shall mean the rules that govern the conduct within the Premises, as further set out in Annex A (House Rules).

Premises: shall mean the property (onroerende zaak) Overtoom 141-145, 1054 HG Amsterdam, the Netherlands, and its immediate vicinity including the building and directly surrounding public spaces.

Owner: shall mean the owner of the Premises, or any representative, agent or assignee acting on its behalf.

Work Space: the work spots within the Premises that are (currently) assigned to the User and of which the details are set out in the Registration Form.

Registration Form: shall mean the document setting out the details of the work space services that BounceSpace will render to User (Registration Form).

Terms: the provisions governing the contractual relationship between User and BounceSpace, as set out in this document or as amended from time to time.

User: The party which concludes the Agreement with BounceSpace and all of its representatives and/ or legal successors.

1.2  All notifications and announcements which are made by BounceSpace or User must be done so in writing.

Article 2 Applicability

2.1  The Agreement is established after User has been supplied with the Terms, the Registration Form, and the House Rules, and after User has indicated his agreement thereto by signing the Registration Form.

2.2  The Agreement replaces all prior proposals, correspondence, commitments or other communications, done either in writing or orally.

2.3  The applicability of any general terms (algemene voorwaarden) of User is hereby explicitly rejected.

2.4  BounceSpace reserves the right to complement and/or to alter the Terms at all times. BounceSpace will inform User of any such changes in a timely manner.

Article 3 Services

3.1  Work space services
BounceSpace will provide work space services to User. The details of the services are set out in the Registration Form. In any event, the  services shall consist of:

  1. the Work Space including furniture accessible at the times ander under the conditions set out in the Registration Form
  2. electricity, gas, water
  3. access to internet
  4. use of available kitchens
  5. postal address
  6. cleaning services
  7. use of pre-booked meeting rooms at standard rates

3.2  Alternative location

At all times BounceSpace has the right to accommodate the User in (an) other works space than the initial work space provided. BounceSpace will not charge the User and User will not charge BounceSpace with any additional costs for doing so. All additional services will be rendered as far as BounceSpace personnel is available. BounceSpace will do its utmost to render the service requested as soon as possible, but is not liable should services be rendered at a later time. If BounceSpace finds a request for a certain service to be excessive, BounceSpace reserves the right to charge User with the additional costs based on the usual BounceSpace rates and based on the time taken to render the service.

3.3  Third party rights
User hereby guarantees that by using facilities and/or services BounceSpace provides, the rights of third parties will not be violated.

3.4  Postal address and legal address

User has the right to use the address of the Premises as a postal address on its writing paper or other stationary. This address may be used by User as a registered and legal address of the User during the term of the Agreement. The company of User may only be managed on User’s own name or another name, agreed upon by BounceSpace and User. BounceSpace will furthermore take measures to ensure mail and visitors arriving at the Premises will reach User as soon as possible. BounceSpace accepts no responsibility for mail or visitors’ not reachting the User.

3.6 No assignment

The rights and services which User can claim through means of this Agreement are personal and are solely applicable to the User, a company affiliated to User and the personnel hired by User. Such rights cannot be assigned or attributed to third parties without the explicit consent of BounceSpace

3.7. No other service providers

Without explicit written consent of BounceSpace, User is not allowed to purchase services such as: telephone, data and internet facilities, catering, cleaning and maintenance services and so on from third parties. The aforementioned services are only reserved for BounceSpace or parties contracted by it.

3.8 No guarantee
BounceSpace does not guarantee that services (especially the internet) will not be interrupted or are free of interference.

Article 4: Use of the Work Space

4.1  Completion Report

User and BounceSpace will draw up a report in which the state of delivery is recorded (the Completion Report). The Completion Report shall contain an inventory list of all items present in the space(s) which are put at User’s disposal.

4.2  Designated use of Work Space and no other users

The Work Space is assigned personally to User and to the individuals as set out in separate Registration Forms. The Work Space may only be used for work related purposes in connection with the User’s business, as set out in the Registration Form. User will not offer work space or desk space to third parties nor allow usage or offer and allow usage of the rendering of services assimilated with services which are rendered by BounceSpace.

4.3  Due care of Work Space

User will take due care of the Work Space and its inventory, and ensure that the Work Space will not be damaged or changed in any way. User is liable for all damages inflicted by User or by the one who uses the Work Space with the approval of the User.

4.4. No alterations in inventory without permission

It is prohibited to place other furniture, cables, IT or telecommunication equipment and connections in the work space without prior written consent of BounceSpace. User is only permitted to have communication, printing and/or copying devices in the unit if it is for User’s own use.

4.5  Key cards and locking up

All keys and key-cards to the Work Space are the property of BounceSpace. It is prohibited to duplicate these or give to third parties for usage without prior consent of BounceSpace. In case of loss or theft BounceSpace must be informed immediately. The costs thus resulting are fully for account of User. User will pay a deposit for these cost to BounceSpace for each key and/or key-card. User is responsible and liable for the orderly locking of the doors of the own Work Space.

4.6  Compliance with legal regulations

User will comply with all applicable laws and regulations. User will refrain from doing anything which could hinder BounceSpace, its users or any other person using the BounceSpace facilities. User will refrain from any actions which could cause inconvenience or annoyance, or which could result in an increase of the insurance premiums, cause loss or damage to BounceSpace, the owner of the Premises, or other interested parties.

4.7  House Rules
User shall adhere unconditionally to the House Rules.

4.8  Electricity

The use of electricity by User may not exceed the normal usage unless agreed otherwise. If the use exceeds the normal standard, User is responsible for the extra costs pertaining hereto and possible damage to BounceSpace or third parties. For purposes of the Agreement, office supplies like printers, fax machines and photo copiers are deemed to be ‘normal use’. All other appliances (including, without limitation, microwaves, coffee machines, freezers, computer servers and data-centers) are not deemed to be normal use.

4.9  Deliveries

User grants BounceSpace permission to accept in User’s name at the ground floor: registered mail, courier deliveries, packages and other goods offered which a maximum value up to 􏰁 100.00 per (postal) delivery or per package. Registered deliveries, packages, courier deliveries and other goods offered which have a value of minimal 􏰁 100.00 per postal delivery or per package will not be taken receipt of by BounceSpace, but must be sent to User directly.

4.10  Insurance

The User has to insure its possessions, employees and any third parties that the User takes in/uses in its premises and keep them insured during the Agreement. BounceSpace does not accept any liability pertaining hereto whatsoever.

Article 5 Access to the Work Space and Additional Services

.1  Access to Work Space

BounceSpace has access to the space at all times. Unless circumstances beyond BounceSpace’s control arise (state of emergency), BounceSpace will inform User in advance when any inspections, tests, repairs, other routine jobs, cleaning or maintenance have to be executed or when the Work Space will be shown to possible future Users.

5.2  Additional Services

User may request BounceSpace to perform services that fall outside the scope of the services set out in the Terms or the Registration Form (the “Additional Services”). Upon such a request, a separate services agreement shall be deemed to have been entered into between BounceSpace and User. User will compensate BounceSpace for the Additional Services at at least a rate of EUR 65 per hour.

5.3  Suspension of services

BounceSpace has the right, with prior announcement, to suspend the services agreed upon (including access to the accommodation) in case of force majeure, in which case payment of the basic rate for a similar period will be suspended. With force majeure is meant: any restriction of government regulations, epidemics, mobilization, war, revolution, strikes, confiscation or sequestration, natural disasters and any other circumstance which BounceSpace could not reasonably foresee and on which she had no influence.

Article 6 The Agreement

6.1  Commencement Agreement

If, for any reason at all, BounceSpace is not able to provide the Work Space or work stations agreed upon at the start of the Agreement, BounceSpace is not liable nor can BounceSpace be held liable for this. User does however have the right to terminate the Agreement immediately without being liable for damages. If User does not terminate the Agreement immediately, payment of the basic amount will be postponed until the Work Space or work stations can be put at User’s disposal.

6.2  The nature of the Agreement

Parties explicitly declare the will and the intention that the Agreement, including these Terms, are considered to be a services agreement (overeenkomst van opdracht) as set out in section 7:400 of the Dutch Civil Code. Parties agree that disputes pertaining to this Agreement are interpreted and explained strictly according to the intention of parties such as stated in this Agreement.

6.3  Assignment by BounceSpace

BounceSpace is authorized to assign all her rights and obligations from this Agreement to third parties at all times, but only when this third party is able to continue rendering the same services.

6.4  Term

The Agreement is entered into for the period as indicated in the Registration Form. After expiration of the period as stated in the Registration Form, the Agreement automatically renewed for the period as indicated in the Registration Form, unless the agreement is terminated in accordance with Clause 6.7.

6.5  Termination Agreement between BounceSpace and the Owner

The Agreement terminates if the lease agreement between BounceSpace and the owner/manager of the Premises ends, in which case BounceSpace is not liable to reimburse any damages User may suffer as a consequence of the termination. BounceSpace will inform the User of the fact that the lease agreement between BounceSpace

6.6  Cancelling Agreement
Each of the parties can cancel the Agreement at the end of each period taking the period of notice of 30 days into account. Cancellation must be done in writing.

6.7  Immediate termination

BounceSpace may immediately terminate the Agreement without further notice if the User:

  1. has not paid the amounts due at the designated times;
  2. fails to perform the obligations set out in the Agreement;
  3. is in violation of the House Rules;
  4. suspends his profession or company entirely or for an important part;
  5. applies for admission to bankruptcy (faillissement or Wet schuldsanering natuurlijke
  6. personen) or suspension of payments (surseance van betaling)
  7. deceases (in case of natural person), or
  8. is liquidated or wound up (in case of corporate entity).

6.8  If BounceSpace is no longer able to offer the services and accommodation as agreed upon, the Agreement terminates without any cancellation being necessary. In that case User shall be held to pay the basic amount and the amount for any possible additional services up to the day that the Agreement is terminated. BounceSpace will use its best efforts to allocate alternative Work Space to a User.

Article 7 Termination Agreement

7.1 At the termination of the Agreement User has to vacate and leave the Work Space immediately, taking all that is his along and leave the space at BounceSpace’s disposal, clean and in the original state except for the usual wear and tear. All items which User has apparently parted from by leaving them in the Work Space during the actual leaving of the work space can be removed by BounceSpace to its own insight without any liability to and at the cost of User.

7.2 If User continues to use the Work Space in the Premises unauthorized after termination of the Agreement, in any form whatsoever, User is liable for all damages and losses by BounceSpace. In that case User is compelled to pay BounceSpace the extra compensation in addition to the basic amount BounceSpace has the right to charge User. FIXED FINE

Article 8 Payments

8.1  Deposit

The deposit has to be credited to the account of BounceSpace before the Agreement is entered into. All fixed costs within the Agreement have to be paid in advance.

8.2  Return of deposit

The deposit will be paid back to User within thirty days after the Agreement is terminated, but only after BounceSpace has received all amounts which User possibly owes BounceSpace and after deduction of possible costs that have to be made to restore the (Work) Space into the former state. Everything needed to be done in order to restore the (Work) space into the former state will be agreed upon during two inspections to be attended by both BounceSpace and the User. The last day of the agreement will be the final day on which the definite inspection will done.

8.3  Costs for Additional Services

BounceSpace provides a survey of all payments which User owes BounceSpace for Additional Services that have been rendered in the previous month.

8.4  Standing order

For the costs mentioned in the Agreement, payments will be conducted by User in accordance with the Registration Form.

8.5  Postpone obligations at non-payment

BounceSpace has the right to postpone the provision of services entirely until BounceSpace has received the full amount. The above lets the contractual obligations of the User unimpeded, which remain entirely valid.

8.6  Increase in costs

Unless agreed otherwise, fixed costs of the Agreement as indicated in the price list may be increased with 5% on January 1 each year. The additional costs may be increased by BounceSpace twice a year, on the condition that User is informed in writing, at least one calendar month ahead.

8.7 Basic amount and VAT

The VAT must be paid at the same time as the basic amount. BounceSpace and User agree that BounceSpace charges VAT over the basic amount. Referring to the approval of the Minister of State of Finances VB99/571 of March 24, 1999, BounceSpace and the User declare explicitly that by signing this Agreement User will use the Work Space with the intentions for which an entire or almost entire (at least 90%) right to deduct VAT exists. User informs BounceSpace and the authorized tax inspector immediately by registered mail if User, due to any reason whatsoever, has no longer the right to deduct VAT, before this comes into effect and the aforementioned deduction changes into under the 90%. If it (subsequently) turns out that User does not or no longer uses the Work Space for activities which gives the User the right to deduct VAT for at least 90% and the compensation becomes VAT-free, User is no longer obliged to pay VAT to BounceSpace over the basic amount. However, BounceSpace has the right to increase the basic amount excluding VAT with such an amount, that BounceSpace is fully compensated for the VAT (on among others the investments and the costs), which BounceSpace has to pay back or can no longer deduct from the Treasury. BounceSpace will inform User as soon as possible about the height of this amount. BounceSpace will co-operate if User wishes to check the statement of BounceSpace by an independent chartered public accountant. The costs pertaining thereto are for the account of the User. BounceSpace declares explicitly that she adheres to that, which is stated in article 34a of the Wet op de Omzetbelasting 1968 and includes this in the service Agreement.

Article 9 Liability

9.1  BounceSpace is not liable for damage inflicted on the person or goods of the User or of third parties due to visible or invisible flaws in the work space, the building or the complex which the Work Space is a part of, or inflicted by the effects and consequences of changes in the weather, from stagnation in the supply of gas, water, electricity, heat ventilation or climate control, of failures in the installations and equipment, of the incoming and outgoing gasses and fluids, of fire, explosion and other occurrences, of stagnation in the using of the building and of disruptions or shortcomings in the services of BounceSpace, except in the case of damage though gross negligence or wilful misconduct of BounceSpace pertaining to the state of the Work Space or of the building or the complex of which the Work Space is a part of.

9.2  BounceSpace is not liable for damage to documents or other goods, caused by the postal services, courier companies and/or services executed by other companies, unless User proves that the damage is suffered as the result of a mistake of BounceSpace which would have been avoided by careful handling. In that case BounceSpace is liable for the maximum of 􏰁 25.00 per (postal) piece, whereby any form of consequential damage is excluded.

9.3  BounceSpace is not liable for corporate damage of the User or for damage due to the activities of other Users or of limitations in the use of Work Space caused by third parties. If BounceSpace cannot offer its services for whatever reason, her liability is limited to repayment of a reasonable part of the basic amount. User is compelled to take timely measures to prevent and limit the damage to the Work Space. User is compelled to inform BounceSpace immediately if damage to/in the Work Space has occurred or is about to occur.

9.4  BounceSpace is in no case liable for any turnover loss, profit loss, loss of expected (cost) savings, loss or damage of data, claims of third parties or consequential damages. The User is strongly suggested to take out insurance for such losses, damages, costs or claims.

9.5  Indemnifications

Unless there is gross negligence by BounceSpace, User herewith indemnifies BounceSpace for demands, claims, damages, loss and costs due to/caused by:

  1. death or injury within the Work Space User has the disposal of;
  2. third parties which User has let into the Premises, personnel of the User and persons
  3. for which User is responsible;
  4. fines which BounceSpace imposes for behavior or negligence of User;
  5. damage inflicted to the person or goods of the User or of third parties and claims of
  6. third parties in the business; ignoring any obligations within the Agreement.

Article 10 Non-solicitation

Without prior written consent of BounceSpace, User shall not offer work to employees of BounceSpace or hire them directly within six months after termination of the employment with BounceSpace; each breach of this article is fined with a penalty of 􏰁 15,000.00 (in words: fifteen thousand euro).

Article 11 Confidentiality

11.1  Parties shall keep the terms of this Agreement strictly confidential. No party shall give information regarding the contents of this Agreement without prior consent of the other party, unless law or authority dictates it.

11.2  BounceSpace will ensure confidentiality at all times with regard to the operational management of the User.

Article 12 personal information

Parties agree that BounceSpace has the right to process the personal data of the User, to distribute to third parties and to pass these on and show it on its website or other marketing tools BounceSpace uses.

Article 13 Conversion

If and as far as based on grounds of reasonability and fairness or if the unreasonably incriminating character on any article in the Agreement cannot be appealed to, in any case an interpretation adhering to the article in question will be applied, identifying as much as possible as far as the contents and the purpose are concerned, thus ensuring that an appeal can be made.

Article 14 Applicable Law and Jurisdiction

This Agreement is governed by Dutch law. The competent court in Amsterdam shall have exclusive jurisdiction to any conflicts arising out of or in connection with this Agreement.