Terms and Conditions
We would like to inform you about some important terms and conditions. For convenience only. We would also like to ask you to thoroughly read this overview and the complete terms and conditions.
- The minimum duration of the membership is twelve months.
- After twelve months the membership will be renewed for another twelve months.
- Each party may terminate this agreement against the end of the Term, provided such party does so in writing and such party observes a notice period of one (1) month.
- Members must check in upon entering and out upon leaving the building. Members shall comply with Spring House’s designated system to do so.
- Meeting rooms can be reserved at the reception. The costs for renting the spaces and other costs, if any, will be charged monthly and detailed in the monthly invoice or, once a direct billing system is in place, in accordance with such system.
- Members can invite guests to Spring House for short meetings. A maximum of three guests may visit at one time, with a maximum of four hours per guest per visit. Guests who stay longer than four hours on a day will have to purchase a day membership for EUR 35,- at the reception.
- Only food and drink purchased at the restaurant may be consumed in the restaurant. Members may consume their own food and drinks in all other areas of the building (except during events where catering is provided).
- The membership fee and additional costs must be paid by direct debit.
- The restaurant on the ground floor is Spring House’s exclusive caterer, should catering services be required. The costs are paid directly to the caterer.
*All prices listed exclude VAT. ￼
TERMS AND CONDITIONS OF SPRING HOUSE SOCIAL MEMBERSHIP
- These terms and conditions apply to all agreements between Spring House B.V. with offices in Amsterdam, the Netherlands (hereinafter: ‘Spring House’) and a person or legal entity regarding Spring House’s services (hereinafter: ‘the Member’).
- The validity of any (general) terms and conditions set by the member is hereby expressly excluded.
2. SPRING HOUSE SOCIAL MEMBERSHIP
- The Member has access to the Spring House premises located at the De Ruyterkade 128 in Amsterdam, the Netherlands. The Member has such further rights as detailed in the respective membership documentation.
- The premises may only be used by the Member for the operation of his business as detailed in the application form.
- Members are allowed to invite guests to Spring House for short meetings. Members must register their guests in advance at the reception of Spring House. The maximum is three guests per visit and four hours per guest per visit per day. Guests who wish to stay over four hours will have to purchase a day membership (that currently costs EUR 35,–) at the reception.
- As a Member you are not entitled to a permanent workspace in the house, with exception of Members with a seated membership.
- At any time, Spring House is entitled to attribute (parts of) the building to specific Members.
- Spring House is closed on certain public holidays. The respective dates are published on www.springhouse.nl.
- Spring House is entitled to change the opening hours of the Spring House premises and other details of their services. These changes will be published on www.springhouse.nl.
3. SPRING HOUSE SERVICES INCLUDED IN THE MEMBERSHIP FEE
- Members are entitled to unlimited use of free, encrypted wireless Internet access (connected to the internet via a fiber optic connection for the whole venue). Spring House will strive to provide reasonable bandwidth to all members and guests. Availability of bandwidth is always subject to the number of members online and the type of bandwidth usage.
- Spring House will undertake reasonable efforts to provide uninterrupted internet access at a reasonable speed. However Spring House cannot provide full tech support for its members. Spring House will support Members and Guest with connecting to the wireless network. The Member must take all security measures that he or she considers necessary, such as encryption. The Member is fully responsible for the security of the codes and other access information Spring House provides the Member with and any and all use made with such codes and/or information. Spring House is not liable for any damages that may arise from the use of the Spring House Internet (notably wireless Internet).
- The membership further includes access to the restaurant in the Spring House building. The restaurant is open during office hours: it functions as a flexible work space between 8am and 5pm. Members can purchase beverages and lunch with said restaurant. Bringing food and drinks from outside and consuming them in the restaurant on the ground floor is prohibited. The restaurant on the Premises will be Spring House’s exclusive caterer, should catering services be required. The Member orders with and pays to the restaurant.
4. ADDITIONAL SPRING SERVICES; MEETING ROOMS AND WORKSHOP SPACES
- Members may reserve meeting rooms and workshop spaces in the Spring House building at the rates published in the Additional Spring Services price list (see: www.springhouse.nl). Reservations will be processed on a first come first serve basis. The costs of meeting rooms and workshop spaces will be charged and detailed in a monthly invoice. or, once a direct billing system is in place, in accordance with such system.
5. SPRING HOUSE SERVICES IN GENERAL
- During office hours, the Spring House services, as detailed herein, will be provided when and if available. Spring House will endeavour to supply the required services when requested, but shall not be liable for any damages that may arise from the temporary unavailability of one or more of the Spring House services.
- Spring House is not liable for any other damages suffered by a Member as a result of the use of the services provided, such as but not limited to damage through theft (to avoid misunderstanding also to include theft out of the lockers), damage and/or loss.
6. USE OF THE MEMBER’S TRADING NAME
- The Member may operate its business on the premises under the Member’s trade name. 6.2 Advertising signs on the door and/or facade of the Spring House location or at any other visible location within or outside the Spring House building is not permitted.
- The Member may use the trade name “Spring House” in his marketing material as a physical visiting address. Any other use requires prior written consent of Spring House. ￼￼￼￼￼￼￼￼￼￼￼
￼7. OTHER MEMBER ENTITLEMENTS AND OBLIGATIONS
- The Member will not cause damage to the house or its furnishings and/or any other parts of the building in any way. The Member is liable for any damage caused by the Member or any guests of the Member.
- The Member may not bring furniture to the house without the prior consent of Spring House.
- The member may not create private networks or install networking devices without the prior consent of Spring House.
- The Member will comply with the applicable Spring House Rules (see www.springhouse.nl) at any time. The Member will also inform all guests of the House Rules and is fully responsible for their compliance with said rules.
- The Member and the Member’s guests will comply with all laws and regulations that apply to him/her and his/her business operation. The Member will use the services in accordance with the House Rules and without impeding others.
- The Member will be adequately insured against civil liability (Wettelijke Aansprakelijkheid).
- Members must check in upon entering; and out upon leaving the building. Members shall comply with Spring House’s designated system to do so.
8. OTHER ENTITLEMENTS AND OBLIGATIONS OF SPRING HOUSE
- Spring House is entitled at any time to have inspections, tests, repairs, other routine tasks, cleaning or maintenance carried out in the building.
- Spring House will keep the business details of the Member that will become known to Spring House confidential.
- If, during the agreement, Spring House is inaccessible due to factors over which the organization has control for a period of two weeks or longer, Spring House is not liable nor may Spring House be held liable for this. However, in this case the Member is entitled to terminate the agreement with immediate effect without being held liable for damages. If the Member does not terminate the agreement with immediate effect, the obligations of the two parties are suspended until Spring House is once more accessible.
- Spring House is entitled to suspend the provision of space services (including access to the house) in circumstances beyond SpringHouse’s reasonable control, in which case payment of the due fee by the Member will be suspended without entitling either party to claim damages. In the event such suspension will continue for a period of three months, each party shall be entitled to terminate this agreement with immediate effect without being liable for damages.
- Spring House is entitled to process the personal data of the Member as far as is necessary in order to execute the agreement. Spring House may further, inter alia, use personal data to inform the Member of its services.
- The Spring House privacy statement as published on the Spring House website applies.
- The Member shall pay the membership fee, including VAT, upfront monthly through direct debit, unless otherwise agreed. Collection in respect of a specific month takes place on the first day of such month.
- For every direct debit reversal, an administrative charge of EUR 15 will be applied. In the case of consecutive reversals, Spring House is entitled to terminate the agreement immediately, without being liable for damages and without limiting in any way Spring House’s other rights and remedies such as the right to claim payment with the Member. Enquiries concerning the invoiced amounts do not suspend the Member’s payment obligation.
- Before the Member is granted access to the house, the Member must pay a deposit, to be transferred to the Spring House bank account.
- In case the Member fails to (timely) comply with any obligation in the agreement, Spring House is entitled to draw on the deposit. The Member will supplement the deposit up to the original amount at the first written request of Spring House. Any interest on the deposit shall be for Spring House. Spring House may request a higher deposited amount if:
- Outstanding payments exceed the amount of the deposit;
- Payments are not made on time repeatedly.
- The fee for membership may be raised in Spring House’s sole discretion every 1st of January from the start date of the agreement by a percent- age equivalent to the annual increase of the (Dutch) consumer price index ‘employees low’ (2015=100), as published by Statistics Netherlands (CBS) plus 2% or any lesser amount.
- All amounts are exclusive of VAT unless expressly stated otherwise.
11. (PREMATURE) TERMINATION
- If the Agreement between Spring House and the owner of the building ends, the agreement with the Member terminates simultaneously and automatically, without Spring House becoming liable for damages.
Without prejudice to the other rights and remedies of Spring House, Spring House is entitled to terminate the agreement if the Member:
- Does not pay the membership fee timely; and/or ￼* Fails to observe any other obligation in the Agreement and or these terms and conditions, and does not remedy this within a set reasonable term following notice from Spring House; and/or
- The Member’s guests or others present in the house with the authorization of the Member, do not use the house in accordance with the House Rules, or use it in any other unacceptable way, entirely at the discretion of the Spring House to judge; and/or
- Suspends his/her operations in full or to a significant extent;
- Requests and/or obtains suspension of payment, is declared bankrupt or goes into receivership; and/or
Spring House is furthermore entitled to terminate the Agreement with immediate effect, through a written notice, if Spring House is, for any reason, unable to provide access to the house. In that case, the Member shall remain obliged to satisfy the agreed fee including the fees for Additional Spring House services up to the day that the Agreement terminates/is terminated, minus the membership fee already paid for the period after the termination date and the deposit paid by the member. In case this results in a situation where the membership fees already paid plus the deposit exceed the amount due, Spring House is obliged to immediately refund the surplus.
12. LIABILITY OF THE MEMBER AND EXEMPTION
- 1 Without prejudice to the law and other stipulations herein, the Member is liable for any damage arising from the unauthorized use of Spring House’s premises and services.
- The Member indemnifies Spring House against any third party demands and/or claims, including but not limited to persons allowed into the house by the Member, the Member’s staff and other persons for whom the Member must be considered responsible. In addition, the Member holds Spring House harmless against any fines imposed on Spring House as the result of the behavior or negligence of the Member and/or persons given access to Spring House by the Member.
- The Member is obliged to notify Spring House immediately if damage occurs to or in the Spring House building or if there is a danger of this occurring.
13. LIABILITY OF SPRING HOUSE
- All liability on the part of Spring House, arising from or in connection to an attributable default, other shortcoming or tort and/or based on any other legal grounds, is hereby ruled out.
- Without prejudice to the first part of this article, Spring House is not liable for damages to the per- son or goods belonging to the Member or third parties granted access by the Member to the house. This includes damage which may result from visible or invisible shortcomings in the build- ing or parts of it, weather conditions, stagnation in the accessibility of spaces, stagnation in gas, water, electricity, heat ventilation or conditioning facilities, malfunctions of systems and equipment, the in- and outflow of gases or fluids, fire. Explosion and other incidents, with the sole exception of cases of intent or gross negligence on the part of the responsible management of Spring House.
- Spring House is also not liable for any damage to the Member or his/her business, whatever the cause, including damage arising from the activities of the other Members/users/clients of Spring House or from restrictions in the use of the house whether caused by third parties or not.
- Insofar as Spring House may not invoke the exclusion of liability as set in these terms and conditions, its liability is limited to the maximum amount paid up until then by the Member to Spring House in the scope of the Agreement, to a maximum of the fees received by Spring House for one year.
- Spring House shall not be liable in any way whatsoever for indirect damage suffered by the Member, including consequential loss, lost sales, unrealized profit, missed savings, loss or damage of data or damage as a result of interruption of company operations.
14. FINAL CLAUSES
- Amendments and/or additions to the Agreement and these terms and conditions can only be agreed upon in writing.
- The Member is not permitted to transfer his/her entitlements and/or obligations relating to and arising from the Agreement including these terms and conditions to third parties at any time.
- In all cases in which Spring House issues a notice, proof of default or summons to the Member, or in the case of procedures against the Member intended to enforce the compliance with the Agreement, the Member is liable for any extrajudicial costs and actual legal (collection) costs incurred by Spring House.
- Spring House shall be entitled to change the terms and conditions. Should those changes be materially detrimental to the Member’s rights and/or obligations, the Member shall be entitled to notify Spring House within four weeks of being informed of such changes, that the Member does not accept the new terms and conditions. During four weeks after the reception of such notice, Spring House shall be entitled to either continue the agreement with the Member under the unchanged terms and conditions or to inform the Member that such Member shall be entitled to terminate the agreement without observing ￼a notice period. In the event Spring House does not notify a Member timely such Member shall be entitled to terminate the Agreement forthwith.
- All notifications and announcements made must be in writing or per e-mail. The invoice address of the Member is valid as the address of the Member and the address given on the Agreement as the address of Spring House.
- During the agreement and five years after its end, a party will keep confidential all information of a clearly confidential nature regarding the other party that they receive in connection with the execution of the agreement. Moreover, Spring House shall keep all information on the business of the Member that comes to Spring House’s knowledge when executing the agreement, confidential. The parties are not obliged to keep any information confidential in the event such information is already in the public domain or in the event the disclosure of such information is required by a court or law.
- If a part of the Agreement is or these terms and conditions are void or reversed, this does not affect the validity of the remainder of the Agree- ment or these terms and conditions. Instead of the void or reversed part, that which comes the closest to that which would have been agreed by the parties had they been aware of the invalidity or reversal shall apply as agreed.
- The Agreement and these terms and conditions including any attachments are subject exclusively to Dutch law. Any disputes arising from the Agreement, these terms and conditions and any other attachments will be submitted to the competent court in Amsterdam.
Cobot Terms and Conditions
Cobot is the web platform used by Spring House to provide this website.
1.1. Upstream-Agile GmbH, Adalbertstraße 7-8, 10999 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 110149 B (“upstream”) provides an application to manage coworking spaces via its website www.cobot.me (the “Service” or “Services” or “Cobot”) as further specified on www.cobot.me (the “Website”).
1.2. All contractual relationships between upstream and any customer of upstream using Cobot (“Customer”, together with upstream the “Parties”, each a “Party”) shall be governed by these terms of service (“Terms of Service”). By registering on the Website or using Cobot, the Customer agrees to be bound by these Terms of Service.
1.3. Standard business conditions and/or general terms and conditions of the Customer do not apply, regardless of whether or not upstream has expressly objected to them in a particular case.
2.1. Any use of Cobot requires prior registration on the Website by creating an account (“Account”) and the acceptance of these Terms of Service. Customer must provide accurate and complete information and keep the Account information updated.
2.2. Customer is solely responsible for the activity that occurs on their Account. Customer shall keep their login data (password) confidential and prevent any unauthorized use by third parties. He shall immediately inform upstream if there are indications that any third party is misusing their account.
3. Use of Services
3.1. Offers published by upstream on the Website are non-binding.
3.2. The Customer may use Cobot for a trial run after registering. The Customer may only register for a trial run once. If a Customer registers for more than one trial run, upstream will have the right to delete these additional Accounts.
3.3. By registering on the Website according to section 2 hereof and subscribing to a subscription plan, the Customer makes a binding offer to use the respective Services. The offer shall be deemed to be accepted by upstream by making available the respective Service. Upon the acceptance of a subscription a contract governed by these Terms of Service between the Customer and upstream is concluded (the “Contract”).
4. Prices and Payment
4.1. The price for using Cobot depends on the number of members which are using the coworking space of the respective Customer (each a “Member”).
4.2. The Customer will be required to provide upstream with billing and account information for credit card, debit or other payment systems, such as PayPal, (each a “Payment Source”) for which the Customer is authorized to approve charges to allow upstream to collect payment from the Customer for their subscription plan. The Customer authorizes upstream to automatically and immediately bill the Payment Source when payments for subscription plans are due.
The Customer shall only be allowed to raise an objection to a bill/deduction within eighty days starting from the day the deduction was made. If the objection was not raised, the deduction is deemed accepted by the Customer.
4.3. The billing of a subscription plan is made on a pre-paid basis. The payment source will be billed within five bank working days of the beginning of the chosen subscription period and then on a monthly or, as applicable, annual basis.
4.4. The prices stated on the Website are net prices excluding VAT. All other charges in connection with the use of the Services shall be borne by the Customer.
5. Contract Period, Termination of Contract, Cancellation of account
5.1. The Contract runs for an indefinite time and will remain in effect until
terminated by one of the Parties in accordance with the Terms of Service.
5.2. The Parties may terminate this Contract for any or no reason at their convenience to the end of each month.
5.3. The Customer having used the trial run may unsubscribe from Cobot anytime without giving reason and without notice by using the respective button in their account.
5.4. The right of termination for cause and without notice remains unaffected for both Parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
5.4.1. the Customer fails to comply with any applicable legal provisions;
5.4.2. a serious breach of the Customer of obligations arising from these Terms of Service by the Customer;
5.4.3. an attempt a denial of service attack on any of the Services by the Customer or any attempt to hack or break any security mechanism on any of the Services;
5.4.4. the Customer fails to pay the fees for the ordered Services;
5.4.5. a proceeding to wind-up the Customer or similar is brought against, or by the Customer (especially including insolvency and creditor protection scenarios and similar).
5.5. Any termination declaration shall be made via the “termination” button within the Account.
5.6. In the event of termination,
5.6.1. the Account of the Customer will be disabled and the Customer may not be granted access to their Account or any files or other content contained in the Account although residual copies of information may remain in upstream’s system;
5.6.2. any rights of use granted to Customer for using Cobot shall expire immediately and Customer shall cease to use the Services;
5.6.3. upstream will not refund any prepaid fees to Customer.
5.7. After a period of inactivity, whereby a user fails to log in to an Account for a period of nine months, upstream reserves the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
6. Intellectual Property Rights
6.1. Subject to these Terms of Service, and for the duration of the Contract, upstream grants the Customer a non-exclusive license to use the Services, which non-exclusive license is hereby accepted by Customer (the “License”). The License shall be granted as non-exclusive, non-assignable, non- transferable, with no right to sub-license, worldwide limited right to use the Services. Customer is responsible for its staff’s compliance with the Terms of Service.
6.2. The scope of the License shall be subject to and limited by the number of Members as agreed between upstream and the Customer.
6.3. upstream does not claim any ownership in any of the content uploaded, transmitted or stored by the Customer in its Account. upstream will not use any of such content for any purpose except to provide the Customer with the Services.
7. Proper use
7.1. The Customer agrees that they are responsible for their own communications and for any consequences thereof. The Customer shall act according to the destined functions of the Website and Services. Any inappropriate or illegal use, manipulation, or change of the Website and Services is prohibited. In particular, the Customer shall, shall not agree to, and shall not authorize or encourage any third party to:
7.1.1. use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains malware or is otherwise objectionable as reasonably determined by upstream;
7.1.2. upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property
rights or other proprietary, contractual or fiduciary rights or obligations;
7.1.3. prevent others from using the Service; or
7.1.4. use the Service for any fraudulent or inappropriate purpose.
7.2. upstream reserves the right to delete any infringing content according to this section 7, terminate the Services and/or suspend Accounts of a Customer that is violating any of these Terms of Service, in particular this section 7.
8. Representations and Warranties
The Customer represents and warrants that (i) all information provided by them to upstream to participate in the Services is correct and current; and (ii) the Customer has all necessary right, power and authority to enter into the Contract and to perform the acts required of Customer hereunder.
9.1. The Customer will indemnify, defend, and hold harmless upstream and its officers, directors, employees for any and all claims, suits, litigation, causes of action, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) the Customer’s use of the Website and/or Services; (ii) any breach by the Customer of any warranty defined in section 8; (iii) any claim that the Customer’s content distributed via the Services caused damage to a third party.
9.2. In cases of an aforementioned enforcement of claims by third parties, the Customer will provide upstream with all their information that is needed for the examination of the claim and for the defense against it. The Customer provides the information immediately, truthfully, and completely.
9.3. The regulation of liability of the Customer or their obligation of indemnification shall apply to the same extent in the event of an act of a Member of the Customer.
10. Limitation of Liability
10.1. upstream’s liability for damages caused by or related to the exercise of rights and obligations under this Agreement shall be excluded. The limitation of liability shall not cover
10.1.1. damage from injury to life, body or health caused by upstream;
10.1.2. damages caused by upstream that are a result of willful intent or
10.1.3. damages caused by upstream as a result of slight negligence in the event of upstream’s breach of an essential contractual obligation which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose and such damage is typically foreseeable at the time of the infringement;
10.1.4. upstream’s liability in the event of the assumption of a warranty if an obligation infringement covered thereby triggers upstream’s liability.
10.2. Liability under the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
10.3. The limitations and/or restrictions of upstream’s liability shall also apply to the personal liability of its legal representatives and vicarious agents.
10.4. upstream will not be liable hereunder by reasons of any failure to timely perform its services due to an event beyond its reasonable control, including acts of God.
11. Use for reference
The Customer agrees that upstream may use information of the Customer provided by them (i.e. the name/trademark) for marketing purposes as reference on the Website. The Customer may withdraw such consent by writing an email to upstream to email@example.com.
13.1. These Terms of Service shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions. Both Parties submit to the exclusive jurisdiction of the courts of Berlin.
13.2. Should any provision of this Terms of Service be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provisions shall be deemed replaced by such valid, effective and enforceable provision as come closest to the economic intent and purpose as of such invalid, ineffective or unenforceable provisions as regard subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these Terms of Service if any court has confirmed such proceeding.
13.3. upstream reserves the right to change these Terms of Service at any time without indicating the reasons. upstream will notify Customer of the changed Terms of Service on the Website or via email no later than two (2) weeks before the refined terms will take effect. In case Customer objects the new Terms of Service they may terminate the Contract with a period of two (2) weeks upon receipt of the information about the changes by upstream via the “termination” button within the Account.