General terms for membership of “Cowork Siemens” – Huizingen
Article 1 General matters
(1) These general terms apply to all services which Siemens NV (hereinafter referred to as SIEMENS) provides to its contractual partners (hereinafter referred to as MEMBERS) in connection with membership of “Cowork Siemens”. The services shall be provided exclusively on the premises of Cowork Siemens, located in building 31 opposite the reception at Guido Gezellestraat 123, 1654 Beersel, Belgium (hereinafter referred to as “Cowork Siemens space”) and can only be used or consumed by the MEMBER at this location.
(2) The general terms of MEMBERS shall not be applicable, even if the MEMBER concerned makes reference to them or if SIEMENS does not explicitly contradict the general terms of the latter.
Article 2 Description of the service, exclusion of protection of economic interests
(1) The offers of SIEMENS relate to the following services:
• The provision to the MEMBER, during the opening hours, of a flexible and non-personally assigned work station within the Cowork Siemens space
• The provision, by the hour, of project rooms by reservation via the online booking tool
• Unlimited Internet (Wi-Fi) use
• Access to a multifunction printer (for printing, copying, scanning)
• Coffee, tea and water on a self-service basis
• Storage lockers for personal items, subject to availability
• Other services if they are offered by SIEMENS and ordered by the MEMBER
(2) It should be pointed out that no computers, charging cables, email addresses or telephones (landline or mobile) will be supplied.
(3) It should also be noted that the occupancy of work stations in connection with the use of the services by the MEMBER does not constitute an exclusive right to use the premises, which excludes the application of the provisions of articles 1708 et seq. of the Civil Code in relation to rental and the provisions of the Law of 30 April 1951 concerning rental. No rental rights are granted as part of the provided services.
(4) Within the Cowork Siemens space, the MEMBER shall solely carry out tasks consistent with the use of an office, which can be performed in the Cowork Siemens space without preventing other MEMBERS from carrying out their own activities or without disturbing them significantly. In addition, only activities which can be pursued within the Cowork Siemens space without any special official authorisation and which, having regard to the premises, do not involve any additional regulatory requirements shall be authorised. If, however, the MEMBER’S activities involve special orders and regulatory requirements, the MEMBER would have to satisfy them at his/her own expense and exempt SIEMENS from making any contributions in relation to such requirements and orders.
(5) The MEMBER must ensure that the Cowork Siemens space is suitable for the specific activity that (s)he intends to pursue in it. Before the contractual relationship commences, the MEMBER shall check that the equipment in the Cowork Siemens space and its operation are suitable for the objectives that (s)he wishes to pursue.
(6) The MEMBER is aware that within the Cowork Siemens space, SIEMENS also makes the areas available to third parties who make use of them for purposes identical or comparable to those of the MEMBER. The MEMBER shall not benefit from any protection of economic interests.
(7) SIEMENS shall offer the aforementioned services at the prices stated in the schedule of prices. Depending on the membership package chosen by the MEMBER, the latter may take advantage of the services included in the package concerned, which shall be billed for at the monthly prices set out in the schedule of prices. If the MEMBER accesses any additional services, (s)he shall be billed for them at the prices stated in the list of prices or – if there are no prices in the aforementioned list – at the prices that were communicated to him/her by SIEMENS before the service concerned was provided.
(8) A membership package shall always be personal. Assigning the right to the service or being substituted while consuming it is prohibited. If the MEMBER is an individual, (s)he can only benefit from the services on a personal basis.
If the MEMBER is a legal entity, it may take out several memberships for its employees and allocate them to specific employees. Such memberships shall remain personal, however. Only nominated own employees of the MEMBER can take advantage of memberships. The nominated employees must be informed by the MEMBER, in a verifiable manner, of the obligations to be performed under the contractual regulations.
Article 3 Terms of access
(1) The Cowork Siemens space and the services shall be accessible to MEMBERS from Monday to Friday between 8am and 6pm, except on public holidays. However, SIEMENS reserves the right to close the Cowork Siemens space, entirely at its discretion and for a period to be decided solely by it. The MEMBER shall be informed in advance of such closure by any appropriate means.
(2) Depending on the chosen membership package, MEMBERS shall receive a personal access card which shall enable them to access the Cowork Siemens space during the opening hours stated in point (1). Any loss of the access card should be reported immediately. The sum of EUR 30 plus VAT shall be charged for the replacement of the card in the event of loss/damage.
(3) Project rooms shall be used according to their availability and bookings, during the opening hours as specified in point (1). The MEMBER can only use a project room if (s)he has booked it by means of the special tool for this purpose.
Article 4 Making of the contract
(1) By reserving the chosen membership package through the SIEMENS reservation application, the MEMBER makes a binding offer to enter into a contract. The MEMBER shall be bound by this offer for 7 days (commitment period). The contract shall be formed through the acceptance, by SIEMENS, of the offer which may occur orally, in writing or by email during the commitment period.
(2) When the contract is entered into, the MEMBER agrees to these general terms of SIEMENS.
(3) The MEMBER cannot assert any right to enter into a contract. SIEMENS is free to reject, without giving reasons, the offer of a MEMBER who wishes to enter into a contract. If, during the commitment period, Siemens does not accept the offer that has been submitted to it, it shall be deemed to have been rejected.
(4) At the moment of concluding the contract the MEMBER declares that the data that (s)he provided is complete and accurate. The MEMBER undertakes to give notice immediately of any changes in his/her personal data.
(5) Except where provided otherwise, the start of the contract shall not necessarily coincide with the start of a month. The contract shall enter into force on the date indicated by the MEMBER in his/her offer, or failing this, it shall take effect immediately upon acceptance by SIEMENS.
Article 5 Prices, payment methods, VAT, cancellation costs
(1) The prices stated in the schedule of prices for the chosen membership package relate solely to the services contained in this membership package. Other services shall be billed for separately. Except where agreed otherwise, all indicated prices are exclusive of legally applicable VAT.
(2) The price of the services must be paid through the online payment platform which is accessible from the SIEMENS reservation application, before the services are used. Following payment, the MEMBER shall receive an invoice in the proper form sent by electronic means.
(3) In the event of a delay in payment of more than 14 days, SIEMENS may suspend the membership with immediate effect and without prejudice to its other rights, and the MEMBER shall no longer be authorised to use the services throughout the period between this date and the time when the arrears are paid in full.
(4) SIEMENS shall be free to alter the prices of the membership package and those of the additional services in the schedule of prices provided that two months’ notice is given. The MEMBER shall be free to cancel the contract within 14 days after receiving notice of the change in the prices, with effect from the time when the change takes effect.
(5) A booking for a project room or other services can be cancelled up until 6pm on the opening day of Cowork Siemens that precedes the planned date of use. After that, the project room shall be deemed to be used by the MEMBER during the period that was initially booked.
Article 6 Data protection
(1) The contractual partners shall comply with legal provisions concerning personal data protection.
(2) The MEMBER agrees that his/her personal data which is necessary for the performance of the contract shall be recorded on data media. (S)he also agrees that the period for which the services shall be used shall be recorded and verified in the network by means of his/her identifier giving access to the Wi-Fi. Such data shall be recorded solely for the purpose of performing the contract and the data shall be stored solely for the period necessary to achieve the contractual objectives.
(3) The MEMBER also agrees that his/her personal contact details shall also be used to inform him/her of new developments, additional services and events in relation to the Cowork Siemens space. The MEMBER explicitly agrees that SIEMENS can forward such information to him/her.
(4) The MEMBER is authorised to withdraw his/her consent at any time in accordance with paragraph (3), with future effect. In this event, SIEMENS undertakes to delete the relevant MEMBER’S personal data immediately and not to send him/her any further information.
Article 7 Duration of the contract, cancellation
(1) The membership giving entitlement to use the services shall run for an indefinite period and can be cancelled by either party at the end of each month, provided that one month’s notice is given.
(2) Any cancellation of membership must be in writing. As regards punctuality of cancellation, the date of receipt of the letter concerning it, and not the date of dispatch, shall be taken into account.
(3) The parties may terminate the membership for good cause without prior notice in accordance with the statutory provisions. SIEMENS can in particular (but not exclusively) terminate the contract for good cause if the MEMBER (i) breaks the rules of conduct in accordance with article 8 paragraphs (4) to (7), (ii) uses the equipment to commit or broadcast acts which are illegal, racist, violent, pornographic, disorderly or criminal or (iii) does not comply with the rules regarding conduct on the Internet in accordance with article 9.
Article 8 Performance of the contract and rules of conduct
(1) The MEMBER is formally forbidden to make changes to the premises and their technical or other equipment. When (s)he accesses the services, the MEMBER can use office automation tools and connect them to the electrical network. Following the use of the services, all items and tools brought by the MEMBER must be removed (“clean desk”). This provision also applies in the event of temporary interruption of the use of the services.
(2) SIEMENS may, at any time, undertake renovation, repair and structural alteration works within the Cowork Siemens space in order to strengthen or extend the building or work station or in order to prevent risks or repair certain damage. The MEMBER must, to the extent necessary for the works to commence, quickly stop using the services and leave his/her station after clearing his/her personal items from it (“clean desk”). The MEMBER cannot cite works carried out in order to request a reduction in the price of the services, unless the use of the latter is made impossible or difficult for an excessively lengthy period. (S)he cannot claim damages as compensation for such works carried out by SIEMENS.
(3) The MEMBER must treat all furniture within the Cowork Siemens space with care. In doing so, the MEMBER shall take into consideration the joint use with other MEMBERS. Any misuse of furniture is prohibited. The MEMBER shall be liable for damage that (s)he has caused to furniture and on the premises.
(4) The use of the services within the Cowork Siemens space is linked to the parallel use of these services by other MEMBERS. Consequently, the MEMBER undertakes to comply at all times with the code of conduct for the Cowork Siemens space, as defined in paragraphs (5) to (7) below and in accordance with article 9.
(5) The MEMBER must be as respectful as possible towards other MEMBERS. (S)he shall refrain in particular from all activities involving unacceptable disturbance, whether this takes the form of noises, smells or other nuisances.
(6) The MEMBER shall refrain from making any attempt to access the infrastructure in an unauthorised manner (e.g. through acts of hacking).
(7) The MEMBER can only use the services and infrastructure for lawful purposes in accordance with current legal provisions. The following activities among others are prohibited:
a. All illegal activity such as:
- Activities which infringe personal rights or the protection of the privacy of individuals or legal entities (e.g. defamation, abuse, harassment);
- The distribution of illegal documents such as obscene or offensive material within or outside the infrastructure made available by SIEMENS;
- The distribution or provision of data, in particular images, photos, films or software, which are subject to intellectual property protection laws, unless the MEMBER is the legal owner or holds the distribution rights;
- The spreading of malicious software such as viruses, Trojan horses, worms or robots; illegal downloading of data protected by copyright.
b. Any activity which could harm the good reputation of SIEMENS or other MEMBERS, in particular:
- Illegal acquisition of personal data within and outside the Cowork Siemens space;
- Use connected with chain letters, unsolicited emails or other types of unsolicited communications or advertisements;
- Use connected with competitions;
- Use connected with violent or pornographic content;
- Use connected with esoteric or pseudo-religious content.
Article 9 User behaviour on the Internet
(1) The MEMBER undertakes to comply with all current laws and provisions concerning Internet use and to report any infringements of the law to SIEMENS. The MEMBER shall be solely liable for all of his/her acts and omissions in relation to Internet use.
(2) In relation to the viewing, storage, transmission, distribution and posting of certain content, the MEMBER shall be subject to regulatory restrictions. These include restrictions connected with copyright. Copying, distributing or downloading music or films which are protected by copyright is strictly prohibited.
Article 10 Guarantee and liability
(1) Before the contract was entered into, the MEMBER carried out a careful inspection of the Cowork Siemens space. (S)he understood that (s)he would benefit from the services in a large office space shared with other MEMBERS, and that access to the premises is also given to other persons and is not subject to separate control.
(2) SIEMENS gives the MEMBER no guarantee as to the particular condition of the premises and furniture used to provide the services. In addition, liability of SIEMENS for disappearance, theft or damage caused to items belonging to the MEMBER is expressly excluded.
(3) SIEMENS shall only be liable to the MEMBER for deliberate misconduct, gross negligence or harm to life, physical integrity or health. Liability shall be excluded in the event of consequential damage, including for loss of profits or compensation for damage to third parties, unless deliberate misconduct or gross negligence is attributed to SIEMENS.
(4) The MEMBER is aware that in exceptional cases, all work stations may be occupied and it may not be possible to benefit from an office to use the services during certain opening hours of the Cowork Siemens space.
(5) SIEMENS shall not accept any liability if third parties’ intellectual or industrial property rights are infringed due to works carried out by the MEMBER or the sending of data and data media by the MEMBER. The MEMBER shall ensure that no infringements of competition law, copyright, trademark law, data protection law or other laws are committed during the course of the contractual relationship with SIEMENS. If SIEMENS becomes aware of this kind of infringement, SIEMENS reserves the right to cancel the contract for good cause. In the event of an infringement of the law, the MEMBER shall be liable and shall hold SIEMENS harmless against any claims made by third parties.
(6) If, in connection with the service, consumables such as coffee, tea and water are no longer available or are no longer adequately available, for instance as a result of the water supply being cut off temporarily, the MEMBER cannot demand a reduction in the price of the service or damages. SIEMENS shall endeavour to restore access to such consumables as soon as possible.
(7) SIEMENS shall accept no liability for Internet outages. The MEMBER cannot demand an uninterrupted service. In addition, (s)he cannot demand a particular data transfer rate or connection speed. If Internet access is interrupted or slowed down, the MEMBER cannot claim damages from SIEMENS. SIEMENS shall not be liable for misconduct by the provider.
Article 11 End of the membership
(1) At the end of the membership contract, the MEMBER must permanently remove from the Cowork Siemens space all items which belong to him/her or which (s)he brought (including those that have been put away in the locker). Items left on the premises may be destroyed or placed in storage by SIEMENS at the MEMBER’S expense if they have not been removed despite the invitation to do so.
(2) The MEMBER must return all access cards, including those that (s)he has purchased himself/herself, to SIEMENS.
(3) Any lockers used by the MEMBER which have not been made accessible and emptied by the MEMBER at the end of the membership contract may be opened and emptied by SIEMENS at the MEMBER’S expense.
Article 12 Insurance
There is no insurance protection for personal items of the MEMBER.
Article 13 Transfer to third parties
It is forbidden to pass on the access card, assign the membership or transfer to third parties the right to benefit from the services in the Cowork Siemens space.
Article 14 Use as a business address
The MEMBER is formally forbidden to communicate the address of the Cowork Siemens space as the address of his/her own business. The Cowork Siemens space may only be used for the defined services and not as a base for the MEMBER’S main professional activity.
Article 15 Final provisions
(1) SIEMENS reserves the right to amend these general terms at any time. SIEMENS shall inform MEMBERS in time of amendments made to these general terms. If the MEMBER does not respond within 2 weeks following the notice of amendment, the new general terms shall be deemed to have been accepted by him/her.
(2) The general terms are governed by the law of the Kingdom of Belgium.
(3) The place of jurisdiction is Brussels.
(4) If any provision of these general terms is or becomes void, in part or in whole, the validity of the other provisions shall not be affected. In this event, the parties undertake to replace the void provision with a valid clause which comes as close as possible, to the extent permitted by law, to the intention of the parties as expressed in these terms. The same applies to any regulatory omissions.
Status of general terms: Huizingen, 12.02.2019
Cobot is the web platform used by Cowork Siemens 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.
3.1. 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”).
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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.
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.
10.1. 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 gross negligence;
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.
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 firstname.lastname@example.org.
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.