1. Concepts used
"General Terms and Conditions": These general terms and conditions that apply to the agreement involving the purchase of a Membership, as well as to deliveries and services from HNK.
"VAT": Value added tax as referred to in the Dutch Turnover Tax Act 1968, tax imposed in accordance with Directive 2006/112 and/or any other value added tax
"Fair Use": The fair use policy applied by HNK, as set out in Article 10 of these General Terms and Conditions
"User": The natural person authorised by the Member to use a Workplace within HNK.
"HNK": HNK Vastgoed B.V. or an entity affiliated with HNK Vastgoed B.V.
"HNK Locations": The locations owned by HNK within which the Memberships are valid. HNK reserves the right to change the number of locations. A list of current locations can be found on the Website.
"Internal Regulations": The internal regulations applicable to the User, which may differ per HNK Location.
"Member": HNK's contractual counterparty, being the customer of the Membership.
"Membership": The type of service purchased by the Member from HNK for the benefit of a User or Users. The choice for the type of Membership is made via the Website and is laid down in the agreement.
"Privacy Statement": The Privacy Statement applicable between HNK, the Member and the User, which describes which personal data is processed by HNK, on what basis and for what purpose. The Privacy Statement is published on the Website.
"Workplace": An ergonomically designed workplace, a meeting room and/or a workspace for a day.
2. Agreement formation (the "Membership")
The Member fills in the requested data via the Website and selects the desired Membership. By agreeing on the Website to the selected Membership, to the Privacy Statement and these General Terms and Conditions, and by clicking on the appropriate online button, there is an offer and acceptance and an agreement is concluded between the Member and HNK. Each payment obligation of the Member arises under the agreement (method of payment and exact payment moment depends on the chosen Membership) and/or through the use of additional deliveries and services.
The Member receives a written confirmation of the agreement by e-mail sent to the e-mail address specified by the Member. These General Terms and Conditions and the Privacy Statement apply to this concluded agreement. The agreement qualifies as an agreement for the provision of services and in no way as a rental agreement.
3. Relationship HNK, Member and User
The agreement is concluded between HNK and the Member. The User is a natural person authorised by the Member who actually uses a Workplace within an HNK Location and/or purchases additional deliveries and services. The Member guarantees that the User will comply with the applicable local laws and regulations and with these General Terms and Conditions (including the Fair Use policy and the Internal Regulations). The User must follow the instructions of HNK personnel at an HNK Location. The Member also accepts that in the event that he has a payment obligation towards HNK when the User purchases additional deliveries and services within an HNK Location. The Member is fully liable for (the consequences of) the actions of a User.
4. Which services fall within a Membership
HNK will make a Workplace available to the User on the basis of availability within the HNK Locations. There is no right to a fixed Workplace (see also the Internal Regulations). Use of the Workplace is based on availability and includes energy consumption and internet (based on Fair Use).
Use of the Workplace within an HNK Location is based on availability and reservation in advance. The same applies to additional deliveries and services within an HNK Location. The reservation takes place in the app environment and/or booking tool via the Website. More information about the app / bookings can be found on the Website.
5. Additional deliveries and services
The Member or the User, respectively, can purchase additional deliveries and services at an HNK Location. The available deliveries and services may depend on the specific HNK Location and availability. The deliveries and services available per HNK Location are shown on the Website and may be subject to change. HNK is entitled to adjust the price for deliveries and services, for example if suppliers charge a higher price to HNK.
The Member cannot transfer the Membership in whole or in part to a third party. The Member is also not allowed to transfer individual rights or obligations to a third party. This clause has effect under property law as referred to in Section 82 paragraph 2 of Book 3 of the Dutch Civil Code (CC).
HNK is authorised to transfer the Membership to a third party in whole or in part. HNK will only transfer the Membership to a third party of good name and reputation.
7. Office use
The Workplace may only be used by a User for office purposes. It is expressly not permitted to specify the address of the HNK Location as a correspondence address or postal address. Nor is it permitted to state the HNK Location in the trade register of the Chamber of Commerce as the actual and/or legal place of business. These prohibitions apply to both the Member and the User. HNK actively enforces this prohibition. In the event of non-compliance, HNK can terminate the Membership immediately in writing by giving notice.
8. HNK – Opening hours
Use of a Workplace by a User takes place during the opening hours of an HNK Location. The opening hours are listed on the Website and may be subject to change (also with regard to maintenance work and/or calamities, for example).
9. Internal regulations
The User must behave in such a way that no nuisance is caused. These and other internal regulations are laid down in the Internal Regulations. The Internal Regulations apply within the HNK Locations. The Member as well as the User are bound by them. The applicable Internal Regulations are available for inspection with the location manager at each HNK Location and can also be viewed in the app environment. The Internal Regulations may be subject to change.
10. Fair Use
Use of the Workplace (including utilities and internet) and deliveries and services are made on the basis of Fair Use. This means, according to HNK, that the User makes reasonable use of the (digital) resources made available, reasonable given the nature of the use (Workplace in a business office environment, work-related) and comparable to the amount of use of (digital) resources of an average User. In the event that HNK is of the opinion that there is no fair use, this will be reported on site. If the behaviour is not changed after the notification, a written warning to the User and Member will follow. If the use is again not adjusted as a result of the written notification, HNK reserves the right to deny the User access to HNK Locations.
11. Service Level
HNK makes every effort to make the Workplace functionally available to the User (which also includes a functional internet access point/wifi). In addition, HNK makes an effort to deliver the additional deliveries and services at the agreed times, or otherwise as soon as possible. Despite HNK's efforts, it is possible that the Workplace and/or the additional deliveries and/or services are not or not completely available and/or not available on time incidentally. This may happen in case of a calamity, maintenance (corrective or preventive), force majeure and/or unforeseen circumstances, etc. In the event of non-availability, incomplete and/or untimely availability, HNK will endeavour to offer the User an alternative Workplace within the HNK Location or to provide additional deliveries and services or have them delivered from another HNK Location. This may, despite HNK's reasonable efforts, be at a different time than initially agreed. HNK is not liable for the non-availability, incompleteness and/or untimely availability of a Workplace (which also includes the non-availability or insufficient availability of internet access/wifi). Nor is HNK liable for the non-availability, incompleteness and/or untimely availability of additional deliveries and services (which HNK largely purchases from third parties).
In addition to other agreements in these Terms and Conditions regarding liability, any liability of HNK for consequential damages is excluded. Consequential damage is understood to mean damage that is not a direct result of the event that caused the damage. Examples include: loss of profit, loss of turnover, loss of production, damage to data, depreciation (including loss of savings, loss of tax benefits, etc.). Any liability of HNK is limited to a maximum of the sum of the Membership fee paid by the Member to HNK on an annual basis (January – December), with a maximum of €25,000.
13. Internet access point - wifi
HNK provides wireless internet via an open/public network for the use of the Workplace by the User. It is up to the User to take the necessary security measures (such as encryption and anti-virus protection) that the User deems necessary. HNK is not liable for damage to ICT systems and hardware of the Member/User.
The Member has an adequate company liability insurance on which the interests of the User are also insured. HNK is not liable for damage to and/or theft of property of the User and/or the Member.
Member screening and privacy
Pursuant to governance laws and regulations applicable to HNK, HNK must perform certain specific checks and/or conduct research on the Member as part of the customer acceptance process. Insofar as applicable, under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme - Wwft), HNK may carry out a client survey for certain types of services. HNK may also be obliged to investigate possible unusual transactions. In that context, HNK must determine who is the ultimate owner ("Ultimate Beneficial Owner" or "UBO”) of the Member. These checks are carried out by HNK at the time of entering into the agreement, but also during its term. The Member cooperates with HNK's investigations. If prior and/or regular investigation show that HNK has objections against the Member, HNK reserves the right not to conclude the agreement with the Member or to (prematurely) terminate the agreement with immediate effect. Where necessary, HNK may decide to report this to the Financial Intelligence Unit (www.fiu-nederland.nl). If HNK does not enter into the agreement on this ground or terminates it with immediate effect, it will not owe any compensation.
16. Personal data
HNK processes personal data. HNK has personal data because the Member and/or the User provides this to HNK for the purpose of executing the agreement. HNK is authorised to process, share and transfer personal data of the Member and the User to third parties, provided that this takes place:
a) for the implementation of this agreement, including the provision of personal data to maintenance parties and/or service providers with whom HNK has concluded an agreement for the implementation of the agreement with the Member;
b) in order to give the Member as well as the User access to the HNK app, whereby the Workplace as well as additional deliveries and services can be reserved;
c) to provide information about new or useful products, deliveries and services of HNK or other organisations that HNK deems interesting for the Member/User in the context of the use of a Workplace;
d) to comply – if applicable – with the Wwft and/or screening obligations concerning the (UBO of the) Member.
The full Privacy Statement can be viewed on the Website.
17. Direct debit and indexing
Payment is made by means of the payment method chosen via the Website. In the case of direct debit, the collection will take place no later than the first day of the month. The monthly payment obligation of the Member is increased annually, as of 1 January, by a percentage over the payment obligation of the previous year. The percentage increase is equalto the increase in the CPI index, as published by Statistics Netherlands. Increases in the costs of deliveries and services are either increased in the same way or passed on to the Member on the basis of the (increased) fee that HNK owes the engaged service provider/supplier.
Alternative payment arrangements are available on an individual basis. The most current prices are on the Website.
18. Non, late or incomplete payment
In the event that a Member fails to meet a payment obligation for more than 30 days, HNK can revoke the access rights of the User to the HNK Location. HNK is then also authorised to terminate the agreement due to a failure to comply. The suspension of obligations by HNK and/or the dissolution of the agreement does not affect the payment obligation of the Member.
In all cases in which HNK must issue summons, a notice of default or a writ to the Member, or in cases in which HNK must initiate proceedings against the Member to enforce fulfilment of the agreement, the Member will be required to pay all corresponding (judicial and extrajudicial costs) to HNK.
End of the agreement
19. End of the agreement
The agreement can be terminated in the manner as agreed in the agreement. Unless agreed otherwise, the agreement can be terminated by both HNK and the Member with a notice period of at least one month. Termination can only take place at the end of a calendar month, which means that the agreement can never be terminated at any other time than the last calendar day of the month (with due observance of a notice period of at least one month).
20. Immediate termination
HNK can terminate the agreement at any time and with immediate effect, without having to observe a notice period:
· in the case of insolvency of the Member;
· where this is arranged in these General Terms and Conditions.
21. Order of precedence
The agreement takes precedence over the provisions of these General Terms and Conditions. If the agreement does not deviate from the provisions of these General Terms and Conditions, the provisions of the General Terms and Conditions will apply.
22. Final provision
If part of the agreement or these General Terms and Conditions proves to be void or voidable, this will not affect the validity of the remaining part of the agreement and these General Terms and Conditions. Instead of the void or voided part, that which the parties would have agreed on in a valid manner had they been aware of the void provision or voidability of the provision that matches the intentions of the parties to the greatest extent possible, will apply.
23. Dutch law
Dutch law applies to the agreement and these General Terms and Conditions. Disputes will be settled by the competent court of the Amsterdam District Court, notwithstanding the right of a party to appeal to a higher court and/or to the Supreme Court.