01

Definitions

In these General Terms and Conditions, the following expressions shall have the meanings set out below.

02

Applicability of the General Terms and Conditions

1. These General Terms and Conditions apply to and form an integral part of any Agreement, including future business transactions, all other legal actions by Tribes, as well as unlawful acts, unless and to the extent that Tribes explicitly agrees otherwise in writing.
2. Any general terms and conditions of the User or any other sector-specific terms and conditions, in whatever form and however named, are not applicable, are not binding on Tribes and are explicitly rejected by Tribes.
3. Deviations from, changes to and additions to these General Terms and Conditions or the Agreements only apply if and insofar as Tribes has expressly accepted them in writing. Such deviations only apply to the specific Agreement for which they have been agreed.
4. In the event of a conflict between a written provision in the Agreement and a provision in these General Terms and Conditions, the provision in the Agreement will prevail.

03

Access to the Accommodation and Location

1. Each Accommodation remains in Tribes' possession and control at all times. The User accepts that an Agreement is limited to the provision of services and does not constitute a lease agreement. The Agreement does not create security of tenure, leasehold or any other real property interest in favour of the User with respect to the Accommodation or Location.
2. The Agreement will specify the Accommodation allocated by Tribes for the User's use. The User will be granted a non-exclusive right to use the Accommodation allocated to the User.
3. If the Accommodation is a Private Desk, it may only be used by one individual.
4. In exceptional circumstances, Tribes may temporarily allocate a different Accommodation to the User. The alternative Accommodation will be of a reasonably equivalent size and Tribes will notify the User in advance.
5. If Tribes cannot provide the Services at the Location stated in the Agreement on the commencement date, Tribes shall have no liability towards the User for any loss or damages.
6. The User may move to one of Tribes' other Locations or Accommodations, subject to availability.
7. If Tribes cannot provide an alternative Location or Accommodation, the User may postpone the commencement date or terminate the Agreement.
8. Before occupation, the User and Tribes shall complete and sign the Inventory Checklist.
9. After the Inventory Checklist has been signed, the Accommodation shall be considered suitable for the intended use by the User.
10. The User is responsible for acquiring and retaining any permits, dispensations and permissions required for the intended use of the Accommodation.
11. Tribes, subcontractors and third parties may enter the Accommodation when necessary, including for emergencies, cleaning, inspections and viewings by prospective Users after notice of termination.
12. Tribes will endeavour to respect reasonable security procedures implemented by the User to protect the confidentiality of the User's business.

04

Use of the Accommodation and Location

1. The User shall observe the House Rules of the Location to ensure that all Users of Tribes can work in a professional environment.
2. Use of the Tribes portal or app will be at the User's own risk and account.
3. Any Party to an Agreement with Tribes can designate Users with administrator rights or without user rights.
4. Tribes shall not be liable towards the User or third parties for the content or availability of the portal or app.
5. The User may not carry on a business that competes with Tribes' business of providing serviced offices and flexible workplaces.
6. The User may not use the name of Tribes or any of its Affiliates in connection with the User's business.
7. The User may only use the address of a Location as its registered office address if the User has a Private Desk or Private Office and has obtained prior written consent from Tribes.
8. The User may only use the Accommodation for office business purposes.
9. Tribes shall provide the Services during normal working hours, unless the Parties have agreed otherwise.
10. If Tribes considers a request for a particular service excessive, Tribes may charge additional fees.
11. The User is not permitted to lease or make the Accommodation available to third parties, in full or in part.
12. If the User breaches this restriction, the User will owe Tribes an immediately payable penalty equal to twice the User's then-prevailing daily service fee.
13. The User must conduct business activities at the Location under its own name or another name that has been approved by Tribes in advance.
14. If the User wishes to receive emails or telephone calls for another company or entity, the User must conclude a separate Virtual Office Agreement with Tribes.
15. The User is not permitted to make alterations to any part of the Accommodation and shall take proper care of equipment and furniture.
16. The User may not install cabling, IT connections or telecom connections without the prior written consent of Tribes.
17. Tribes may oversee installations and verify that these do not interfere with other Users, Tribes or the landlord of the Location.
18. Installation and de-installation fees shall be paid by the User.
19. Tribes does not guarantee a maintained level of connectivity to the Tribes network or the internet.
20. Tribes does not guarantee the security of information and data placed on the network by the User.
21. The User shall adopt appropriate security measures, such as encryption, depending on the requirements of the business.
22. The User shall comply with all relevant laws and regulations, including anti-slavery, anti-bribery and anti-corruption laws.
23. The User shall refrain from conduct that interferes with the use of the Location by Tribes or other Users, causes nuisance or results in loss or damage.
24. Prohibited conduct includes political campaigning and immoral activity.
25. If a government authority or legislative body has a reasonable suspicion that the User is conducting criminal activities from the Location, or is subject to sanctions, Tribes may terminate all Agreements with immediate effect.
26. A breach of these obligations shall constitute a material default, entitling Tribes to terminate the Agreement and claim damages without further notice.

05

Membership

1. A User with a membership agreement will have access to all participating Locations worldwide during standard business working hours and subject to availability.
2. Membership usage is measured in whole days. Unused days cannot be carried over to the following month.
3. A membership is not intended to replace a full-time workspace. All workspaces must be cleared at the end of each day.
4. The User is solely responsible for belongings at the Location. Tribes is not responsible for property left unattended.
5. If the User exceeds the membership entitlement, Tribes will charge an additional usage fee.
6. Users with a membership agreement may bring one guest free of charge for the purpose of attending a meeting, subject to fair usage and the House Rules.
7. Additional guests must purchase a day pass.
8. A User with a membership agreement may not use any Location as its business address without an accompanying office or Virtual Office Agreement.
9. Unauthorised use of a Location address will result in automatic enrolment in the Virtual Office product for the same term as the membership agreement.

06

Term and termination

1. All Agreements will renew automatically for successive terms equal to the agreed term until brought to an end by the User or Tribes.
2. All terms shall run until the final day of the month in which they would otherwise expire.
3. Fees applicable upon renewal will be based on the then-prevailing market rate.
4. If a new market price applies, Tribes will inform the User at least 15 days prior to the notice date.
5. If Tribes does not receive a response before the notice date, the new price will apply.
6. If the User does not wish to renew an Agreement, the User must terminate the Agreement in writing while observing the applicable notice period.

Notice periods

The labels for two fixed-term categories were missing from the source text. Tribes should confirm the correct durations before publication.

Immediate termination

• Insolvency, bankruptcy, liquidation or winding-up proceedings are instituted against the User.
• The User breaches an obligation under the Agreement or House Rules that cannot be remedied.
• The User fails to remedy a breach within 14 days after receiving notice.
• The conduct of the User or an invited person is incompatible with ordinary office use.
• The conduct is sufficiently serious to justify immediate termination in Tribes' reasonable opinion.
• The User breaches obligations relating to criminal activity, government sanctions or prohibited conduct.

Transfers within the Tribes network

Subject to availability, the User may transfer to an alternative Accommodation within the Tribes network, provided that the User's financial commitment remains the same or increases. A transfer may require entry into a new Agreement.

07

Effects of termination

1. Termination due to a breach by the User does not release the User from its financial obligations.
2. The User must vacate the Accommodation no later than the termination date and leave it in the same condition as at commencement.
3. Property left at the Location may be disposed of at the User's cost.
4. The User is responsible for losses, claims and liabilities caused by a failure to vacate the Accommodation on time.
5. Upon departure, Tribes will charge compensation for the Office Repair Service.
6. Office Repair Service costs vary by country and will be specified in the House Rules.
7. Tribes may charge additional amounts for repairs, except in the case of normal wear and tear.

Continuity Services

1. After the termination date, Tribes shall provide Continuity Services to the User for three consecutive months.
2. The current fee for Continuity Services is €99 per month. This price may vary from time to time.
3. Continuity Services will not apply if the User provides written notice no later than one month before the termination date.
4. The User may terminate the Continuity Services by giving written notice, subject to a notice period of one month.
5. Tribes shall not be liable towards the User or third parties for the Continuity Services.

08

Personal data

The User acknowledges and accepts that Tribes may collect and process personal data concerning the User and the User's personnel during the term of the Agreement.

Personal data will be processed in accordance with Tribes' privacy policy and applicable data protection legislation.

The User shall ensure that the necessary consents and notices are in place to allow Tribes to process this data.

09

Liability and insurance

1. The User shall notify Tribes immediately of any damage in or to the Accommodation or Location.
2. The User shall act appropriately to prevent and limit damage.
3. The User is liable for damage attributable to the User or persons present with the User's permission.
4. This includes employees, representatives, contractors and agents.
5. To the maximum extent permitted by law, Tribes is not liable for losses suffered in connection with these General Terms and Conditions or an Agreement.
6. Tribes' aggregate liability is limited to the amount paid out under applicable liability insurance policies.
7. If no insurance payment is made, the aggregate liability shall not exceed the lower of the amount paid for Services excluding VAT or €10,000.

Tribes shall not be liable for consequential, indirect, immaterial or punitive damages, loss of business profits, loss of or damage to data, business interruption, third-party claims or damages covered by insurance policies entered into by the User.

10

Fees and payments

1. Service fees and additional amounts must be paid no later than their due dates, in legal Dutch tender and without suspension, deduction or settlement.
2. The User may only settle fees against a claim established by a court.
3. Tribes may determine which outstanding claim will be settled by a payment received from the User.
4. Tribes shall send invoices electronically.
5. The User shall make payments through an automated method such as direct debit or credit card where permitted.
6. Invoices must be paid within 14 days, unless agreed otherwise.
7. If the User fails to pay an invoice on time, the User will owe Tribes immediately payable interest of 1% of the invoice amount for each month or part of a month following the due date.
8. The User shall bear judicial and extra-judicial collection costs.

Indexation

If an Agreement is concluded for a term of more than 12 months, or a month-to-month Agreement has not been terminated within 12 months, the monthly fee will increase on each anniversary of the commencement date in line with the relevant local consumer price index, at Tribes' discretion.

The increased service fee will be due and payable even if Tribes has not made a specific announcement of the adjustment.

Taxes and governmental charges

• Sales, use, excise, consumption and other applicable taxes and licence fees.
• Taxes paid by Tribes that are attributable to the User's Accommodation.
• Gross receipts taxes, rent and occupancy taxes, property taxes, duties and documentary fees.

11

Deposit

1. The User shall pay a deposit equal to two months of service fees, including VAT where applicable, unless a higher amount is specified.
2. The deposit will be retained by Tribes without any obligation to pay interest.
3. The deposit serves as security for the fulfilment of the User's obligations.
4. The remaining balance shall be refunded after deductions for amounts payable by the User, Continuity Services, Office Repair Services and other costs.
5. If the deposit is claimed in full or in part, the User shall restore the deposit to the original amount.

12

Penalty

If the User, after proper notice of default from Tribes, fails to observe the regulations set out in the Agreement or these General Terms and Conditions, and no specific fine has been agreed, the User shall be liable to pay Tribes an immediately payable penalty of at least €250 per calendar day for each calendar day that the User remains in default.

This does not affect Tribes' entitlement to exercise its other rights, including the right to demand compliance and claim full damages insofar as the loss incurred exceeds the penalty.

13

Applicable law and jurisdiction

These General Terms and Conditions, the Agreement and all agreements relating to or resulting from them shall be governed by and construed in accordance with the laws of the Netherlands.

To the extent permitted by law, disputes, controversies and claims shall be submitted exclusively in the first instance to the Court of Amsterdam, the Netherlands.

14

Miscellaneous

Non-solicitation

During the term of the Agreement and for a period of six months thereafter, neither Tribes nor the User may approach the other Party's employees working at the Location in order to offer them a contract of employment or a similar contract.

A defaulting Party shall pay the non-defaulting Party an amount equal to one year's salary of the relevant employee by way of compensation.

Formal notifications

All formal notifications must be made in writing and sent to the address stated in the heading of these General Terms and Conditions, unless the Parties explicitly agree otherwise.

Consent

Any consent given by Tribes is granted on a one-off basis and does not apply to different or successive cases. Tribes may attach reasonable conditions to its consent.

Confidentiality

The provisions of the Agreement are confidential. Neither Party may disclose the Agreement or its contents without prior written consent, unless disclosure is mandatory under the law or required by a governmental authority.

Assignment and organisational changes

Tribes may assign all or part of its rights and obligations under an Agreement to a third party. The User grants advance approval for such an assignment.

The User may not assign rights or obligations under the Agreement without prior written consent from Tribes.

The User is required to inform Tribes in writing of proposed relevant changes in the organisation, including changes to the company structure.

Severability

If any provision of these General Terms and Conditions is held to be void or unenforceable under applicable law, the other provisions shall remain in force.