- Landlord is B.G.W. Vastgoed 2 B.V., trading as Crosspoint Offices (hereinafter referred to as “CROSSPOINT”). These are the terms and conditions for the use of office space(s)/workplace(s) and meeting rooms of CROSSPOINT. These conditions apply to the rental agreement signed by the client and/or bookings made in the reservation system SKEDDA. Bookings made in SKEDDA are considered an agreement (hereinafter: “the agreement”). Amendments to the agreement and these terms and conditions can only be agreed in writing.
STANDARD INCLUDED IN THE RENTAL
- Furnished office space(s)/workplace(s) and meeting rooms including wireless internet through the CROSSPOINT network. CROSSPOINT provides fully furnished office space(s)/workplace(s) and meeting rooms including wireless Internet, coffee and tea, energy and other building-related facilities. CROSSPOINT determines the degree and package of the energy consumption and building-related facility items. The client is entitled to use the agreed office space(s)/workplace(s). The client is entitled to a flexible place. If necessary, CROSSPOINT will determine, in consultation with the user, whether to assign other office space(s)/workplace(s) and meeting rooms within the CROSSPOINT facility/network. All office space(s)/workplace(s) and meeting rooms shall be furnished in the same manner and equipped with the same level of amenities.
- CROSSPOINT – opening hours
Unless otherwise agreed, CROSSPOINT is available to tenants during office hours (07:30 – 18:30 hours). Based on the term stated in the contract, the client can make use of this space with the number of office space(s) or workplaces or meeting rooms agreed upon by CROSSPOINT.
CROSSPOINT ICT NETWORK
- CROSSPOINT will provide wireless internet through the CROSSPOINT network.
- CROSSPOINT makes no concessions regarding the security and speed of the CROSSPOINT network (or the Internet). The client is responsible for taking all security measures (such as encryption and anti-virus protection) that he considers necessary in his circumstances.
- The Client hereby guarantees CROSSPOINT that the delivery of CROSSPOINT services to the Client, will not violate the rights of third parties.
- CROSSPOINT guarantees that the ICT Network will function in a professional and competent manner. In the unlikely event that the ICT Network does not function properly, it will be remedied by CROSSPOINT within a reasonable period of time, after written notification.
- The above warranty replaces all other terms and conditions, whether express or implied by usage, custom, statute or otherwise, relating to the delivery of the ICT Network. We do not warrant that the ICT network will be uninterrupted or error free.
USE OF CROSSPOINT
The CROSSPOINT office space(s)/workplace(s) and meeting rooms may only be used for office purposes for the conduct of the Customer’s business as stipulated in the agreement. The client shall not offer or allow the use of the office space(s)/workplace(s) and meeting rooms to third parties. The name CROSSPOINT may not be used by the client in any way or associated with the client’s business without the express written consent of CROSSPOINT.
- The client is not allowed to transfer (its) rights or obligations related to and arising from this agreement neither in whole nor in part to third parties or to let the office space(s)/ workplace(s) and meeting rooms (without prior consent of CROSSPOINT) be used by third parties not being an affiliate of the client. CROSSPOINT is entitled to transfer its rights and obligations under this agreement to third parties at any time.
- Customer Name
The company may only be run on its own name or another name agreed upon by CROSSPOINT and the client. At the request and expense of the client, CROSSPOINT will, if possible, add this name to CROSSPOINT’s file. It is not permitted to hang (advertising) signs on the door of the office space(s)/workplace(s) and meeting rooms or to place them anywhere else visibly outside or inside the office space(s)/workplace(s) and meeting rooms.
The CROSSPOINT address may not be used as a correspondence and business address without permission. The Client is also prohibited from using the CROSSPOINT address as a statutory address.
- Maintenance of the CROSSPOINT office space(s)/workplace(s) and meeting rooms
The client will maintain the office space(s)/workplace(s) and meeting room(s) and furnishings in good condition and will ensure that the office space(s)/workplace(s) and meeting room(s) with the intended furnishings will not be damaged or altered in any way. The customer is liable for all damage caused by the customer or by those who use these office space(s)/ workplace(s) and meeting rooms and the common area(s) with the customer’s consent.
- Office furniture and equipment
It is prohibited, without the prior written consent of CROSSPOINT, to place in the office space(s)/workplace(s) and meeting rooms other furniture, equipment, office equipment, cables, IT or telecommunications equipment and connections.
- Keys and Security.
All keys and tags are the property of CROSSPOINT. It is prohibited to duplicate them or to give them in use to third parties without the prior consent of CROSSPOINT. In case of loss or theft, CROSSPOINT must be notified immediately. Costs resulting from this will be covered entirely by the client. During the use of the office space(s)/workplace(s) and meeting rooms during- and outside of normal office opening hours, the client is responsible and liable for the orderly locking of the doors of the office space(s) and the building.
- Legal Regulations
The client shall comply with all laws, regulations and orders that are applicable to it or its business operations. The customer shall not act unlawfully or illegally. The client shall refrain from doing anything that might hinder the use by others and CROSSPOINT, cause inconvenience or annoyance, or result in an increase of insurance premiums, cause loss or damage to CROSSPOINT, the owner of the building or other interested parties.
- House Rules
The client must comply with the house rules/handbook of CROSSPOINT.
The use of electricity by the client may not exceed the normal use unless otherwise agreed. If the use exceeds the above values without the parties having made further agreements in this regard, the client will be liable for any damages incurred by third parties and CROSSPOINT.
The client has to insure her employees, any third parties the client may bring along/use space and her property in the space and keep them insured during the agreement. CROSSPOINT will not accept any liability for this.
- Access to the office space(s)/workplace(s)/meeting rooms.
CROSSPOINT always has access to the office space(s)/workplace(s) and meeting rooms. Except in the case of force majeure (emergency), CROSSPOINT will endeavor to notify the client in advance when any inspections, tests, repairs, other routine chores, cleaning or maintenance need to be performed or when the office space(s)/workplace(s) and meeting spaces will be shown to possible future clients. CROSSPOINT will at all times maintain confidentiality regarding the client’s business operations and observe any safety regulations required by the client.
- Commencement of Agreement
If, for any reason, unless otherwise agreed, CROSSPOINT is unable to provide the agreed upon flexible office space(s)/workplace(s) and meeting space at the start of the agreement, CROSSPOINT shall not be liable nor can CROSSPOINT be held liable for this. However, the client does have the right to terminate the agreement with immediate effect without being liable for damages. If the client does not terminate the agreement with immediate effect, payment of the fee will be suspended until the flexible office space(s)/workplace(s) and meeting rooms can be made available to the client. CROSSPOINT is entitled, with prior notice, to suspend the agreement (including access to the flexible office space(s)/workplace(s) and meeting rooms) in the event of force majeure and/or force majeure, in which case payment of the fee will be suspended for the same period.
- The nature of the agreement
The parties agree that these terms and conditions form an integral part of the flexible rental agreement (and that any disputes arising under this agreement shall be interpreted and construed strictly in accordance with these terms and conditions). Flexible rental agreements are defined as agreements with a term less than 30 days and these terms and conditions are only valid for flexible office space(s)/workplace(s) and meeting rooms.
The agreement is entered into for the period stated on the agreement.
- Termination of agreement and cancellation conditions
The agreement can be cancelled by both parties with a mutual notice period. In case of cancellation by the client, CROSSPOINT will charge the following costs: cancellation 5 working days or more before the reserved date: no costs; cancellation less than 5 working days, but 2 working days or more before the reserved date: 50% of the rental price; cancellation less than 2 working days before the reserved date: 100% of the rental price plus any personnel costs and costs of the catering ordered.
- Immediate Termination
CROSSPOINT may terminate the agreement with immediate effect, without notice unless required by law, if the client: – fails to pay the amounts owed by him at the specified times; – fails to comply with any other obligation under the agreement; – the use of the office space(s)/workplace(s), or the use by one of the client’s employees or third parties using the office space(s)/workplace(s) with approval, is not in accordance with normal use of the office space(s)/workplace(s); – ceases all or a significant part of his profession or business in the office(s)/workplace(s) and meeting rooms; – loses the free disposal of all or part of his assets; – is not a natural person, loses his legal personality, – its entity is dissolved or effectively liquidated; – is declared bankrupt; – offers a settlement outside of bankruptcy or if any of the customer’s property is seized; – dies. If CROSSPOINT terminates the agreement pursuant to the above with immediate effect, the client must nevertheless comply with the following conditions and obligations: – payment of any additional services used; – payment of the rent for the remaining term of the agreement if no immediate termination had taken place; – the client indemnifies CROSSPOINT for any costs and losses and any third party claims resulting from the immediate termination.
- If the office space(s)/workshop(s) and meeting rooms are not available
If, for any reason, CROSSPOINT is no longer able to provide office space(s)/workplace(s) and meeting rooms as agreed upon, the agreement will end without notice. In this case the client is obliged to pay the rent and service costs until the day the agreement ends/is terminated.
- End of Agreement
At the end of the agreement, the customer must vacate the office space(s)/workplace(s) and meeting room(s) with immediate effect, taking everything belonging to him/her and his/her people with him/her. The client must place the office space(s)/workplace(s) at CROSSPOINT’s disposal, swept clean and in its original condition, except for wear and tear through normal use. All items that the client has apparently abandoned by leaving them in the office(s)/workplace(s) and meeting rooms when actually leaving the office(s)/workplace(s) and meeting rooms can be removed by CROSSPOINT, at its own discretion, without any liability, at the expense of the client. If the client continues to have unauthorized use of the office space(s)/workplace(s) after termination of the agreement, in any form, without CROSSPOINT’s permission: – the client is liable for all damages and losses to be suffered by CROSSPOINT; – the client is required to pay to CROSSPOINT additional rent above the amount that CROSSPOINT is entitled to impose on the client.
All notices and communications to be given by CROSSPOINT or the Customer must be in writing. The Customer’s billing address shall be the Customer’s address and the address indicated on the agreement shall be CROSSPOINT’s address.
The parties must maintain secrecy concerning the terms and the agreement. Neither party shall, without the prior consent of the other, disclose the contents of this agreement unless required by law or authority. This obligation shall also apply after termination of the agreement.
Unless there is gross negligence on the part of CROSSPOINT, the client shall indemnify CROSSPOINT against claims, demands, damages, losses and expenses arising from/due to: – death or injury within CROSSPOINT; – third parties admitted by the client to the office space(s)/workplace(s) and meeting rooms, client personnel and persons for whom the client is liable; – fines imposed on CROSSPOINT as a result of the client’s conduct or omissions; – damage inflicted on the person or property of the client or of third parties and claims by third parties in this regard; – failure to comply with any obligation under the agreement.
- Damage and Liability
CROSSPOINT is not liable for damage caused to the person or property of the client or third parties by the occurrence and consequences of visible and invisible defects to the office space/workplace(s), the building or complex of which the work place(s) form(s) part, or caused by the occurrence and consequences of weather conditions, of stagnation in the accessibility of the work places, of stagnation in the supply of gas, water, electricity heat ventilation or air conditioning, ICT Network, failure of the installations and equipment, of inward and outward flow of gases or liquids, of fire, explosion and other occurrences, of disturbance to the enjoyment of the use of the work place(s), except in case of damage as a result of gross fault or serious negligence of CROSSPOINT regarding the condition of the work place(s) or of the building or complex of which the work place(s) is a part. CROSSPOINT shall not be liable for any loss of business of the Client or for any loss resulting from the activities of the other Clients or from impediments in the use of the Workplace(s) caused by third parties. If for any reason CROSSPOINT cannot meet its obligations, its liability is limited to reimbursing a reasonable part of the fee. The client is obliged to take timely measures to prevent and limit damage to the office space(s) / workplace(s). The client is obligated to notify CROSSPOINT immediately if damage to/in the office space(s)/workplace(s) and meeting rooms has occurred or is likely to occur. Damage caused will be recovered by CROSSPOINT from the tenant of the space. In no event shall CROSSPOINT be liable for any lost sales, lost profits, loss of anticipated (cost) savings, loss or damage to data, third party claims or consequential damages. The client is strongly advised to obtain insurance for such losses, damages, costs or claims.
- Protection of Personal Data. The parties agree that CROSSPOINT is entitled to process, provide to third parties and transfer personal data of the Client, provided that this is done solely: (a) for the purpose of executing this Agreement; b) for the purpose of work preparation and fraud prevention; c) for providing information about new or for the client useful products of CROSSPOINT or other organizations, which CROSSPOINT considers interesting for the client. The client is aware that countries outside the EU may not have laws or regulations for the protection of personal data. PAYMENTS
- Rent and payment
The fee for the office space(s)/workplace(s) and meeting rooms including service charges and VAT, must be paid by bank transfer to CROSSPOINT’s bank account within the specified payment period. a) Rental fee The Tenant shall be liable for the rental fee during the rental period. If after the expiry of this rental period, the rental agreement is continued for an indefinite period of time in accordance with Article 22, from that continuation for an indefinite period of time the tenant will owe the then current price based on 1 month.
- Additional facilities
The price for additional facilities will be invoiced monthly in arrears at the rates published by CROSSPOINT and must be paid within 15 days of the invoice date, unless otherwise agreed.
- Security Deposit
Before the Client is granted access to CROSSPOINT, the Client must pay a deposit. This deposit must amount to at least twice the monthly payment obligation of the standard rate of the leased and/or parking spaces plus VAT. If the Client fails to fulfill any obligation under the agreement in a timely manner, CROSSPOINT is entitled to draw on the deposit. At CROSSPOINT’s first written request, the Tenant will replenish the security deposit to the original amount. CROSSPOINT shall not owe the Tenant any interest on the deposit and shall not send an invoice. The security deposit may be increased if: outstanding payments exceed the amount of the deposit; repeated failure to pay on time; the deposit, or the remainder thereof, will be returned 9 weeks after the agreement has been terminated, settled with CROSSPOINT and fulfilled all its other obligations.
Whenever an amount due under the agreement is not paid promptly on the due date, the client will forfeit to CROSSPOINT by operation of law from the due date an immediately payable penalty of 2% per month of the amount due with a minimum of € 125, – per calendar month, whereby each month that has passed will count as a full month. Disputes regarding the amount of the invoice do not affect the obligation to pay the invoice. CROSSPOINT is also entitled to suspend the services to be provided by it to the client and to deny the client the use of the office space(s)/workplace(s) and meeting rooms and the common areas as well as access to the building if the client fails at any time to pay a claim due from the client under this agreement.
- Fee and VAT
VAT is to be paid at the same time as the fee. CROSSPOINT and the Client agree that CROSSPOINT will charge the Client VAT on the rental and service fees. With reference to the approval of the State Secretary of Finance VB99/571 dated 24 March 1999, CROSSPOINT and the client expressly declare, by signing this agreement and only to the extent necessary, that the client will use the office space(s)/workplace(s) and meeting rooms for purposes for which there is a full or almost full (at least 90%) right to deduct sales tax. The client will inform CROSSPOINT and the competent tax inspector immediately by registered letter if the client, for whatever reason, no longer has the right to deduct VAT, before this takes effect and the aforementioned deduction changes to below 90%. If it turns out (in retrospect) that the Client does not or no longer uses the office space(s)/workplace(s) for activities that entitle the Client to deduct VAT for at least 90% and the fee becomes VAT-free, the Client is no longer obliged to pay CROSSPOINT VAT on the fee. However, CROSSPOINT is entitled to increase the fee exclusive of VAT in such a way that CROSSPOINT is fully compensated for the VAT (on, among other things, the investments and costs) that CROSSPOINT must repay to the tax authorities or cannot (no longer) deduct. CROSSPOINT will inform the Customer as soon as possible of the amount of this compensation. CROSSPOINT will cooperate if the client wishes to have the statement from CROSSPOINT verified by an independent chartered accountant. The cost of this will be borne by the client. CROSSPOINT expressly declares that in accordance with the provisions of Article 34a of the Turnover Tax Act 1968, it will include the agreement in its records.
- Annual increase – Consumer Price Index (CPI).
CROSSPOINT will increase the fee annually after the start date of the agreement by a percentage amount over the previous year, equal to the annual increase in the CPI index, as published by the Central Bureau of Statistics (CBS).
- Dutch Law
The agreement and these terms and conditions are governed by Dutch law. Disputes will be settled by the Dutch court. The Dutch version of the terms and conditions is the legally valid version.
In all cases in which CROSSPOINT sends a summons, a notice of default or a writ to the client, or in the case of proceedings against the client to force him to comply with the agreement, the client is obliged to pay all costs incurred, both in and out of court, to CROSSPOINT.
- Final Provisions
If any part of the agreement or these terms is void or voidable, this will not affect the validity of the remaining part of the agreement and these terms. Instead of the voided or void part, that which is legally permissible and comes closest to what the parties would have agreed upon if they had been aware of the voidness or voidability will be considered agreed upon.