General Terms and Conditions of pro.work GmbH

General Terms and Conditions of pro.work GmbH, Viktualienmarkt 8, 80331 Munich, Germany, hereinafter referred to as WorkRepublic

1. Applicability / Scope of Services

WorkRepublic shall render its services in compliance with the respective contract within the designated business hours and within the boundaries of the contractual scope. Incidents of force majeure as well as problems caused by technical deficiencies shall be exempted from the aforementioned.

2. Reservations / Security Deposit / Joining the Wait List

Customers have the option to make office space reservations for future time periods using the WorkRepublic online reservation system.

Reservations made shall be binding on both Parties. A security deposit shall be due for the reservation. The security deposit amount is continued on the type of services reserved and the price list in effect at the time the reservation is made. If a contract is made on the basis of the reservation, the security deposit shall be deducted from the final cost. Value added tax shall be factored into the deduction.

Customers shall have the option to cancel their reservations prior to the execution of a contract. Cancellations made by Customers shall be subject to a cancellation fee of 50% of the security deposit incl. value-added tax. The security deposit shall be reimbursed to the Customer after the cancellation fee has been deducted.

If vacancies should not be available for the desired time period, the Customer shall have the option to joint the WorkRepublic wait list. WorkRepublic shall contact Customers who have been added to the wait list in the event of cancellations by other customers. Waitlisting registrations shall be non-binding.

3. Execution of the Contract / Payment/Non-Payment of the Fee / Attachment Rights

Once the Contract Form has been signed by both Parties, the Contract shall be executed.

The Customer deposits a 1 months fee security. The deposit must occur before the beginning of the contract. The start of the services as well as the handover of the office will only occur after the security is fully deposited. The security deposit is liable for all claims of WorkRepublic against the customer, regardless of the legal basis.

The service fee shall be paid in full prior to the premises being made available to the Customer. Thereafter (in the event of an automatic prolongation of the Contract pursuant to § 7) it shall be due for payment monthly in advance by the first of the month without any deductions. The scope of services shall be defined in the respective Annex.

The service fee shall be due irrelevant of the actual utilization of the premises. The timeliness of the payment shall be determined by the receipt of the payment, not the date payment was sent. In the event of late payment, WorkRepublic’s service obligation along with its liability shall be suspended without the Customer being released from the obligation to pay for the contractual period or from the Contract as such.

In the event of returned billing transactions (insufficient funds, contested payments, etc.), a lump sum processing fee of € 36.00 plus bank fees shall be charged.

WorkRepublic shall charge late payment interest in the amount of 8 % above the base interest (prime) rate. This shall be without prejudice to claims for additional damage compensation. Costs incurred for the collections process and for the utilization of a collection agency shall be borne by the Customer. Moreover, WorkRepublic shall exercise its right to place liens on attachable property located in the office premises.

4. Rights and Obligations / Renovation Fee

WorkRepublic shall undertake to keep strictly confidential any Customer information and shall not disclose it. The Information shall be shared with third parties only upon Customer’s explicit instruction to do so.

WorkRepublic shall not be under any obligations to accept registered letters, purchase orders and invoices, etc. This shall in particular also apply if this would result in obligations and costs at WorkRepublic’s end.

The Customer shall undertake to use with care any rooms, furnishings, keys and devices provided to Customer by WorkRepublic for Customer’s use/shared utilization. The Customer shall be held liable for any damages and losses. The Customer shall undertake to obtain all required insurance policies for Customer’s operation and rooms, in particular business liability insurance and to keep these policies active for the duration of the contractual relationship at Customer’s expense. Customer shall document the existence of such insurance to WorkRepublic upon request. WorkRepublic acknowledges that Customer’s obligations may be satisfied by self-insurance.

The Customer shall undertake to accept all services commissioned by the Customer and provided by WorkRepublic and those that go beyond the contractual agreements even if no prior order confirmation has been sent.

The utilization of the business premises, address and telecommunications as well as Internet connections of WorkRepublic for the transmission or forwarding of illegal or unethical content, materials or for publications of this kind as well as illegal, fraudulent or dishonest purposes shall be prohibited.  WorkRepublic shall not be held responsible for the types, method and content of the services to be provided by WorkRepublic in the name and on behalf of the Customer. In the event that WorkRepublic should become the target of civil, criminal and government agency actions, the Customer as well as Customer’s staff and employees shall undertake to pay full compensation for all damages.

The delivery of perishable, damaging or dangerous substances or materials weighing more than 5 kg, exceeding a length of 45 cm or 30.5 cubic centimeters to WorkRepublic’s address shall be prohibited. WorkRepublic shall be under no obligation to accept or pass on any materials matching the aforementioned description. Under no circumstances shall WorkRepublic be accountable to any third parties for the content of letters, telefaxes, notices or actions handled by WorkRepublic on behalf of the Customer or which WorkRepublic manufactures, passes on or undertakes based on the service agreement with the Customer. The Customer shall undertake to indemnify WorkRepublic against any related claims.

The Customer shall sign the acceptance log and by doing so, shall acknowledge the documented condition of the premises. At the latest on the day the contractual term expires, the Customer shall return the office facilities to WorkRepublic in the same condition they were in when first occupied.  The Customer shall vacate the office premises on the final day of the contractual term. If after the offices have been vacated by the Customer, work has to be done to reinstate the original condition of the premises, this work shall be performed exclusively by professional companies commissioned by WorkRepublic and the Customer shall be billed separately for the costs of this work if it became necessary because of the conduct of the Customer or Customer’s agents.

Upon moving out of  the office or if the Customer at his wish moves to other rooms within the business center, a fee for office renovations to settle costs for cleaning and inspection and for transferring of the premises back to the original state shall be charged. The fee is 20 euros per square meter per office usage. For customers who use either dedicated workspace or Coworking Unlimited tariff, one workplace counts as 8 square meters. WorkRepublic shall have the right to charge the Customer with additional reasonable fees for repairs which are required beyond the usual wear and tear.

The use of the business address and its components by the Customer after the expiration of the Contract shall be prohibited. If the Customer should breach this obligation, the Customer shall pay compensation for damages equivalent to the contractually agreed upon fee until the utilization has ended.

5. Use of the Leased Premises/Structural Modifications by the Customer/Promotional Activities

The leased premises shall be used as a office and for commercial purposes only. Any sub-letting or other provision for use to third parties shall be subject to the prior written consent of WorkRepublic. The keeping of pets in the offices shall be prohibited. The Customer shall refrain from any conduct that impairs the use of any other offices, in particular noise and odors and in this context explicitly cigarette and cigar odors.  Every violation of the prohibition of smoking results in Customer´s obligation to pay a penalty to WorkRepublic in the amount of € 99.00. Moreover, the Customer shall be held liable for all damages that occur in connection with the smoking, in particular the Customer pays the fire department attendance charge. The Customer shall receive one office key for each workplace as well as an access card/chip. Additional keys/cards/chips are available for purchase at the prices listed in the price list. If a locking device should be lost, the Customer shall pay a reimbursement fee of € 69.00 for each lost locking device.

In the absence of WorkRepublic’s written consent, the Customer shall not be permitted to implement any structural modifications, in particular conversions, additions and installations. Moreover, the connection of any of the Customer’s own coffee machines, ovens, microwaves, slow cookers or similar devices, as well as copy machines in the offices shall be prohibited. The Customer shall be held liable for all damages that occur in connection with any modifications made by the Customer. Only the owner may implement actions aiming at the improvement of the rental property and the property overall as well as those with the objective of conserving energy.  The WorkRepublic Customer shall not construe any grounds for damage compensation claims or rent reductions from any potentially resulting impairments (construction noise and dirt). WorkRepublic guarantees that the office space and premises are set up, operated and maintained in accordance with German health and safety regulations, especially in accordance with German workplace regulations.

Name and advertising signs or posters or any other advertising may be mounted only to surfaces designated for these purposes by WorkRepublic.

6. Organizational

Upon notice (except for emergencies where notice is not required), WorkRepublic and / or a legal representative may enter the leased premises to check on their condition or for other urgent matters. If the Contract is terminated on time, WorkRepublic and / or a legal representative may enter the rented premises together with prospective tenants during the business hours, if WorkRepublic announces the entry in good time. In case of failure of a manager / receptionist, WorkRepublic will try to find a reliable replacement as soon as possible. In very rare cases, however, it may happen that WorkRepublic is unable to arrange a replacement at short notice. In this case the Customer cannot derive any claims against WorkRepublic.

7. Term of the Contract, Automatic Prolongation, Invalidity of Discounts in the Event of Prolongation/Termination/Vacating of the Premises

Termination notices shall be given in writing.

All Contracts shall have a term of 30 calendar days and may be terminated giving 30 calendar days advance notice by the end of the month.

If the Contract should not be terminated in a timely manner, it shall be automatically prolonged by the same contractual term for the fees in effect at the time.

If the Customer received a discount when closing the Contract, this discount shall not apply to the prolonged term. The fee as of the effective date of the prolongation shall be computed on the basis of the prices in effect at the time without consideration of any discounts.

If, in the event of termination or termination with immediate effect, the Customer should fail to vacate the premises in due time or fail to reinstate the condition they were in at the time they were originally occupied, the Customer shall undertake to pay to WorkRepublic, for each full or partial calendar day, compensation for loss of use. The amount of the compensation for loss of use shall be determined by first computing the per day rate of the contract price. Of this per day rate, the Customer shall pay 200 % for each full or partial calendar day. This shall be without prejudice to WorkRepublic’s right to demand additional compensation for damages.

After five (5) day notice and opportunity to cure, WorkRepublic shall have the option to terminate contracts for important grounds if the Customer should fail to meet the contractual obligations. Grounds for termination shall be the following: More than two weeks of delay of payment, significant violations of the property policies, contract breaching use of the office premises, unauthorized provision of premises and equipment to third parties; unethical, criminal or disorderly business activities of conduct of the Customer within the leased premises, gross breach of contractual fiduciary and ancillary obligations and similar breaches of contract. The right to terminate with immediate effect shall also be in effect if bankruptcy proceedings are initiated targeting the assets of the Customer or if the initiation of such proceedings is denied for lack of assets that would cover the costs of such proceedings.

In the event of termination with immediate effect, the Customer shall vacate the leased office premises within 5 business days after receiving the termination notice. Once that period has expired, WorkRepublic shall have the right to have the office premises cleared out immediately and to use it for other purposes. The costs of the eviction shall be for the Customer’s account. For any termination with immediate effect, WorkRepublic shall charge a fee of € 55 and shall have the right to bar the Customer from access to the center and the offices. Access for the vacating of the premises shall be permitted. The statutory provisions on landlord lien rights shall apply. These provisions shall also apply to timely terminations once the advance termination period has expired.

In the event of termination with immediate effect by WorkRepublic, the remaining fees still outstanding on office service contracts made for limited periods of time or minimum terms shall be due with immediate effect as damage compensation for non-fulfillment of the Contract. Office service contracts with indefinite terms shall be subject to a charge of three monthly rent amounts as damage compensation. The Customer shall have the option to submit contradicting evidence as far as the damages incurred are concerned.

8. Offsetting/Reduction

Neither Contracting Party shall have the option to offset or withhold any action due citing entitlements of its own that are neither undisputed nor legally effective. The Customer shall not have the right to assign, transfer or attach any rights and entitlements arising from the Contracts made with the Customer.

Moreover, the Customer shall have the right to reduce the monthly fee only if such a reduction is undisputed or has been found legally effective by a court of law. A reduction of the utilities and ancillary costs by the Customer shall be impermissible.

9. Internet Use by Customer via WLAN/WLAN Usage Risks/Limitation of Liability/Accountability and Indemnification Against Claims

WorkRepublic does maintain Internet access at its property via WLAN. WorkRepublic authorizes the Customer to share the use of this WLAN Internet access for the entire duration of the lease term. The Customer shall not be authorized to grant third parties access to utilize the WLAN connection.

WorkRepublic shall not warrant the actual availability, suitability or dependability of the Internet access for any purpose. WorkRepublic shall at all times have the right to permit other co-users to utilize the WLAN completely, partially or temporarily and to limit or exclude Customer from access completely, partially or temporarily if the connection is being or has been used in an illegal manner if WorkRepublic has to be concerned to become the target of claims because of such abuses and if WorkRepublic should be unable to prevent such misuses by implementing standard and reasonable precautions. In particular, WorkRepublic reserves the right to block access to certain pages or services via WLAN at its reasonable discretion and at any time (e.g. content that glorifies violent acts, pornographic content or pages permitting access for a fee only).

To gain access, Customer shall use access security data. The Customer shall undertake to keep Customer’s access data confidential. WorkRepublic shall have the option to modify the access codes at any time.

The Customer is hereby advised that the WLAN option is provided only for access to the Internet; it does not provide any virus or firewall protection. Data communications generated using the WLAN are unencrypted. There is a risk that third parties may potentially be able to view this data. WorkRepublic expressly points out that there is a risk of malware being installed on the end device when using the WLAN (e.g. viruses, Trojan horses, worms, etc.). Customer’s use of the WLAN shall occur at Customer’s own risk. WorkRepublic shall not assume any liability for damages to Customer’s digital media caused by the use of the Internet access, unless WorkRepublic and/or its agents have caused the damages willfully or as a result of acts of gross neglect.

The Customer shall be directly liable for any data transmitted via the WLAN service as well as any fee-based services or legal transactions conducted via the WLAN system. If the Customer should visit fee-based websites or enter into obligations of any kind, Customer shall bear any resulting costs. The Customer shall undertake to comply with all applicable laws when using the WLAN.

In particular, the Customer

  • Shall not use the WLAN system to access or distribute unethical or illegal content;
  • Shall not illegally reproduce, distribute or make accessible any copyright protected intellectual property rights. This shall in particular apply in connection with the use of file sharing programs;
  • Shall comply with the applicable laws aiming at the protection of adolescents;
  • Shall not send or distribute any harassing, libelous or threatening content;
  • Shall not use the WLAN system to send out mass mailings (spam) and/or use any other types of illegal advertising.

The Customer shall indemnify WorkRepublic against any and all third party damages and claims that are based on any illegal use of the WLAN by the Customer and/or the breach of this Agreement. This shall also apply to any costs and expenses related to the claims or their defence. If the Customer shall realize or should have realized that such a breach exists or that there is a threat of such a breach he shall report this fact to WorkRepublic.

The use of the web pages with pornographic content of any kind is not permitted to the Customer.

10. Liability

The Customer shall be liable for any and all damages caused by Customer’s family members, employees, suppliers and artisan in a culpable or negligent manner. Any damages caused shall be reported to WorkRepublic immediately. Liability entitlements shall be null and void if they are not pursued through a court of law within three months after their rejection by WorkRepublic or its insurance company.

WorkRepublic shall be held liable only for damages the Customer sustains as a result of intentional or grossly negligent breaches of duty on WorkRepublic’s part. Liability shall not be assumed for indirect or consequential damages. The exclusion or limitation of claims shall not apply to claims arising from the loss of life, personal injury or health damages, arising from intentional or negligent breaches of duty by WorkRepublic or its legal representatives or agents. WorkRepublic shall not assume any liability for interruptions of the agreed upon services due to extraordinary circumstances, such as strike, lockout or force majeure. Likewise, WorkRepublic shall not assume any liability for transmission errors due to a  misunderstanding between individuals providing or receiving information with regard to the content of such information as well as any potential delays in the transfer of messages due to postal errors or errors of other transmission agents beyond the control of WorkRepublic. In particular, WorkRepublic shall not assume any liability for claims based on content errors in the processing of orders and messages communicated only verbally or over the phone, that are based on other clientele of the Customer as well as those based on the Customer’s or Customer’s order’s use of developed, manufactured, distributed, altered or recommended EDP programs and/or EDP systems (software/hardware) that do not or not correctly identify calendar dates or that do not process such dates correctly. This shall apply in particular to liability claims that have to be attributed to omissions in conjunction with change, inspection and maintenance work as well as consultations/assessments.

WorkRepublic shall be responsible to comply with any workplace and health and safety related rules and regulations for space under its control. This includes the implementation of necessary health and safety regulations including the provision of legally required number of facilities and measures for first aid, facilities and measures for fire protection, first-aid workers and fire protection officers.

Based on applicable insurance laws, it is not possible to have items brought into the office premises insured through WorkRepublic. The Customer shall be directly liable for their loss or damages.

The Customer shall undertake to immediately notify WorkRepublic of any damages the Customer intends to hold WorkRepublic liable for.

11. Changes of Customer’s Legal Status, Sale of the Company

The Customer shall promptly notify WorkRepublic of any changes to trade register entries, the business registration, the representation status or other scenarios that are relevant for the contractual relationship.

If the legal status of the Customer’s enterprise should change from a sole proprietorship or partnership into a corporation, this shall not affect the personal liability of the Customer for any and all obligations arising from the Contract. A supplementary agreement, according to which the corporation joins the existing Contract with the Customer shall be made.

If Customer’s enterprise or a part thereof should be sold, a prior agreement with WorkRepublic concerning the transfer of this Contract to the legal successor shall be made. An entitlement to the transfer of this Contract does not exist. In the absence of a transfer agreement, the personal liability of the Customer shall remain in effect vis-à-vis WorkRepublic.

12. Pricing Reservations

If rents, utility costs and other costs should change, WorkRepublic shall have the right to implement a reasonable price adjustment for the supplementary services in line with the inflation rate without such changes requiring the termination of the Contract.

13. Advance Tax Deduction

If the advance tax option is exercised with regard to value added tax, the Customer warrants that Customer is eligible for a full advance tax deduction, i.e. that Customer shall use the leased office premises or services exclusively for the performance of services that permit an advance tax deduction. For the duration of the office service contract, the Customer shall undertake to promptly notify WorkRepublic if the requirements for full advance tax deduction eligibility no longer apply. The Customer is willing to reimburse WorkRepublic for any damages arising from the potential loss of the option, specifically the non-deductibility of advance tax with WorkRepublic by considering the value added tax stipulated in the office service contract part of the monthly service fee as of the loss of option and that as a result the monthly service fee shall be the gross amount without the applicable value added tax. If the applicable value added tax should increase while the contractual relationship is in effect, either the increased due value added tax or an accordingly increased rent shall be paid.

14. Written Form Clause, Severability

For any retroactive changes and additions to the Contract to become legally effective, same shall be made in writing. Any supplementary agreements and ancillary covenants as well as changes and additions to the Contract shall be effective only if they have been confirmed by WorkRepublic in writing. If any provision of a Contract should be or become wholly or partially ineffective, this shall not affect the effectiveness of the remaining provisions. In lieu of such a provision, the Parties shall apply an effective provision that under the reasonable interpretation of the Contract meets the intentions of the Contracting Parties as closely as possible. If the ineffectiveness should be based on a designated service or time, it shall be superseded by the scope permitted by law.

15. Place of Jurisdiction

The place of jurisdiction for any and all disputes arising from this Contract and for questions concerning the existence of this Contract, shall be the business domicile of WorkRepublic. The laws of the Federal Republic of Germany and the German language version of this Contract shall govern this contract.