PriOffice General Terms and Conditions

Article 1 – Definitions

The following definitions apply in these conditions:

Agreement
The (online) Membership agreement concluded by the Member for a PriOffice membership

The service provider
PriOffice

PriServices Agreement
The agreement is established by creating a username and password for the PriPortal and accepting the terms and conditions of PriServices or by completing a request via the PriOffice website. In addition to these general terms and conditions, the general terms and conditions of PriServices apply.

PriServices BV
Administrator of the PriPortal and administrative processor of the Pri-services.

The Member
PriOffice has a membership structure. The members are the account holders of the PriPortal.

Account holder
Every main user with a user account, who has entered into an Agreement with PriServices as a legal person, partnership or natural person.

Consumer
A consumer is a private individual who acts for purposes that fall outside his business or professional activity. Business accounts are therefore not seen as consumers.

Terms
These General Terms and Conditions including the Special Terms and Conditions, house rules and camera surveillance regulations.

PriOffice location
A location for flexible workplaces and meeting room from PriOffice.

PriPortal
The online customer portal that is managed by PriServices B.V.

Period
A calendar month

Pri-services
Pri services are products or services offered by companies affiliated with the PriServices BV including but not limited to the services of PriServices, PriPost, PriOffice, PriParcel, PriTelecom, PriCompliance.

Sub-processors
Parties that perform services for PriServices BV

Article 2 – Applicability

2.1
This Agreement applies to every legal relationship between PriOffice and third parties and to every agreement and / or legal relationship between PriOffice and the Member.

2.2
If the Agreement is concluded electronically, the text of this Agreement can be made available to the Member electronically in such a way that the Member can easily store it on a durable medium. If this is not reasonably possible, it will be indicated before the Agreement is concluded that the Agreement can be accessed electronically and that it will be sent free of charge electronically or otherwise at the request of the Account Holder.

2.3
In the event that specific product or conditions of another Pri-service apply in addition to this Agreement and General Terms and conditions, the second paragraph applies mutatis mutandis and the provision applies specifically written for the purchased Pri-service.

2.4
The conditions drawn up and / or applied by the Member are rejected by PriOffice and therefore do not form part of the legal relationship.

Article 3 – Offers

3.1
Unless explicitly agreed otherwise, all offers made by PriOffice are without obligation.

3.2
The offers are valid for 30 days, unless stated otherwise. PriOffice is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days. The prices in the quotations, offers on websites or other means of communication mentioned are exclusive of VAT, unless stated otherwise.

Article 4 – Agreement

4.1
The agreement for a Membership is only established through an online application via the website of PriOffice, the PriPortal or in writing if so agreed.

4.2
By (digital) signing or acceptance of the agreement, the Member declares that he/she or the legal representative agrees with these Terms.

4.3
The person who enters into an agreement on behalf of or for the benefit of the Member is jointly and severally liable for all obligations arising from the agreement.

4.4
PriOffice has the right to have work performed by third parties.

4.5
The Member shall ensure that all data for which PriOffice indicates that they are necessary or for which the Member should reasonably understand that they are necessary for the performance of the agreement, is provided to PriOffice in a timely manner. If the information required for the implementation of the agreement is not provided to PriOffice in time, PriOffice has the right to suspend the implementation of the agreement and/or charge additional costs resulting from the delay.

4.6
PriOffice is not liable for damage, of whatever nature, caused by incorrect and / or incomplete data provided by the Member.

4.7
The Member is not permitted to act on behalf of or on behalf of third parties.

4.8
The Member is only permitted to carry out the business activities under his own name or another name that has been approved in advance by PriOffice from the PriOffice location.

4.9
PriOffice can assign the membership agreement at any time without the consent of the member. This article expresses the fact that the Member enters into an office space agreement and not a lease and PriOffice retains overall control of the PriOffice location. The Member has no business or commercial interest of any kind in the building in which the PriOffice location is located. If the Member is an enterprise merging with another enterprise or the Member is required to provide an establishment with the use of services provided under the membership agreement, the Member must provide PriOffice with an explanation of the need for any change and PriOffice will each carefully assess the case. PriOffice must be sure that it is known and agrees with the identity of each PriOffice location user.

Article 5 – Change agreement

5.1
PriOffice reserves the right to change the general terms and conditions if this is justified from the point of view of its business operations, also taking into account the interests of the members involved. PriOffice will always inform the Member about such a change via the PriPortal. By continuing to use the services, the Member agrees to the change.

Article 6 – Termination of the agreement

6.1
PriOffice has the right to terminate the membership agreement with immediate effect, without notice of default or judicial intervention, in the following situations described below:

1. PriServices checks members for creditworthiness and reliability, among other things at crimi-/rental check. If the result can give cause, the agreement with the Member may be refused or terminated.
2. If there is a suspicion that the address and / or the PriOffice location is being used in connection with possible fraudulent activities or that the Member is performing acts and / or behaviors that are contrary to Dutch or International law.
3. After the conclusion of the agreement PriOffice became aware of circumstances giving PriOffice good reason to fear that the Member cannot fulfill his obligations;
4. The payment period of 14 days set by PriOffice is exceeded;
5. The Member has gone bankrupt, a suspension of payment has been requested or a seizure is imminent;
6. The Member’s affairs or claims are seized;
7. The Member (company) will be dissolved or liquidated;
8. The Member (natural person) is placed under guardianship or dies;
9. When not following the house rules.
10. If the location rented by PriOffice is no longer available. In this case, PriOffice will inform its members at least 1 month in advance that the (rental) agreement will be terminated.

6.2
Also in the aforementioned cases any claims on the Member including all additional costs, all without prejudice to the right of PriOffice to claim additional compensation, will be immediately due and payable.

6.3
The member is able to terminate the agreement only with a cancellation period of one full calendar month before the end for the contract period. Termination can only be done by logging into the PriPortal and cancel the service by pressing the cancel button and selecting a cancellation date.

6.4
Legal cooling-off period: a consumer has the right to cancel the membership agreement up to 14 days after the application date without giving any reason. Any money paid will then be fully credited. To exercise this right you can contact us via customerservice@priservices.eu. PriServices will then reverse the amount due within 14 days of registering your cancellation.

Article 7 – Fees and invoicing

7.1
The invoicing and financial settlement is handled by PriServices.

7.2
One-off costs and a deposit will be charged for the registration, the possible provision of a means of access and any (locker) key(s).

7.3
This deposit will be refunded to the e-wallet in accordance with the applicable general terms and conditions of PriServices.

7.4
The membership/contract period is at least 1 full calendar month. On the first of the month, the e-wallet is charged with the costs of the membership for that month.

7.5
This article has expired.

7.6
There is no residual value for canceled or expired memberships and / or subscriptions.

Article 8 – Obligations of the Member

8.1
The Member is obliged to pay the membership fees.

8.2
The Member is deemed to be present at the time agreed with PriOffice at the location agreed with PriOffice. In the event of non-compliance with this obligation, PriOffice is under no circumstances obliged to refund or expire the reserved hours / day parts.

8.3
The Member is obliged to follow the instructions of PriOffice or third parties hired by PriOffice to promote the proper execution of the agreement, and is liable for damage caused by any unauthorized behavior, to be judged according to the standard of PriOffice.

8.4
PriOffice may terminate the agreement with a Member who causes or may cause such a nuisance or burden that proper performance of the agreement with him or with other members may be seriously hampered or hindered in accordance with Article 6. All resulting costs are borne by the Member. This is in any case the case if the Member does not adhere to the house rules of PriOffice.

8.5
It is prohibited for the member to use the (trade) names of Pri-services and / or companies affiliated with PriOffice or a combination thereof without the express permission of PriOffice.

8.6
The member is not permitted to hire employees of PriOffice and / or affiliated companies or otherwise let them work for themselves, unless with express mutual written permission. If the member does not adhere to this, he will owe a immediately due and payable fine to PriOffice in the amount of 50,000.00 euros.

8.7
PriOffice is permitted to use images from PriOffice (for example events) on which the member is present without prior permission from the Member.

8.8
The Member must comply with all applicable laws and regulations when conducting his business activities. The Member guarantees that he will not use any of the rights derived from this agreement for any obscene, illegal, immoral or defamatory purposes and / or will not discredit PriOffice in any way.

1. The Member shall in no way use or combine the name and / or location of PriOffice, in total or in part, with activities as referred to above as an objective.
2. PriOffice reserves the right to make a request for investigation and / or to cooperate with any official investigation authority, if this is necessary or desirable in relation to the above.

8.9
Good communication between us as a service provider and you as an Account holder can be important. Partly for this reason, the service provider’s communication with the Account Holder will primarily take place via PriServices. It is up to the Account Holder to ensure that the communication tools used by PriServices are maintained/installed by the Account Holder and that the Account Holder is accessible. The service provider is not liable if messages sent by or on behalf of the service provider cannot be received or read by the Account Holder. Through the customer portal, the service provider provides the option to view and/or download mail and read messages in a secure environment. The Account Holder is responsible for consulting the files and messages made available by the service provider.

Through PriPervices, the service provider will use push notifications via the app and email to inform the Account Holder of important messages. However, it is the Account Holder who remains responsible for receiving and reading messages and keeping his or her account active. The service provider and/or its affiliated companies are not liable if messages or push notifications have been sent by or because of a service provided by the Account Holder and these cannot be received or read now that messages are always available in the portal.

8.10
If the member does not follow the provisions of Article 8, PriOffice is entitled to terminate the agreement.

Article 9 – Means of access / key

9.1
PriOffice locations are equipped with electronic locks. For access, the member must install an app on his mobile phone and have been authorized to enter the location. If provided by PriOffice to the member, he must ensure that keys and / or electronic means of access (including PIN codes) to the location (s) of PriOffice are properly stored and remain under the supervision of the Member. The Member is not permitted to copy access means and / or to provide them to third parties without written permission from PriOffice.

9.2
The Member is expressly not permitted to give others access to a location without the Member himself being present and / or the location manager has been informed of this.

9.3
If a means of access and / or (locker) key (s) are lost, lost or stolen and / or if the Member suspects that they can be misused, the Member should immediately inform PriOffice of this by e-mail or  telephone.

9.4
In the event of any misuse of an access means, the direct and consequential damage resulting from this can be recovered from the Member unless he can prove that he has done everything necessary to prevent misuse of the means of access.

9.5
At the discretion of PriOffice, a new means of access or (locker) key (s) can be issued. The costs for this are charged to the Member.

Article 10 – Reservations and cancellations

10.1
Reservations are made in a manner to be determined and are valid after they have been confirmed by PriOffice.

10.2
When a reservation is made the following applies to cancellation of that reservation by the Member:

1. In case of cancellation more than 1 month before the reservation date, the Member is obliged to pay 0% of the reservation value;
2. In the event of cancellation between 1 month and 14 days before the reservation date, the Member is obliged to pay 25% of the reservation value;
3. In the event of cancellation between 14 and 7 days before the reservation date, the Member is obliged to pay 50% of the reservation value;
4. If canceled 7 days or less before the reservation date, the Member is obliged to pay 100% of the reservation value.

10.3
When a reservation is made, the following applies to cancellation of that reservation by PriOffice:

1. PriOffice is obliged to fully repay any amount already charged. If no payment has yet been made by the Member, PriOffice does not owe any reimbursement.

Article 11 – PriOffice liability

11.1
PriOffice is not liable vis-à-vis the Member, regardless of legal relationship, for damage as a result of loss, damage or delayed delivery of services resulting from this agreement. Included:

1. Business damage including, for example, stagnation damage, lost profit, loss of sales or reduced goodwill in the business or profession of the Member;
2. Collateral damage. Collateral damage is damage caused by or during the execution of the activity to items being worked on or to items that are located in the vicinity of the place where the activity is being done;
3. Damage caused by intent or deliberate recklessness of social workers (eg. medical/fireman);
4. Damage due to theft or loss of goods left by the Member at a PriOffice location.

11.2
PriOffice’s liability under the agreement with the Member is limited to such an amount that is proportionate to the agreed price according to the standards of reasonableness and fairness. This amount will never be more than the amount of the invoice for the part of the relevant agreement.

11.3
Any liability of PriOffice is limited to the amount of the payment made by PriOffice insurer.

11.4
If the insurer does not pay out in any case or damage is not covered by the insurance, the liability of PriOffice is limited to a maximum of the value of the invoices over three months or a reimbursement of a maximum of 50 euros.

11.5
PriOffice cannot be held liable for damage caused by acts or omissions in violation of the instructions of PriOffice or its employees, or errors attributable to the Member.

11.6
If a member can claim another or an insurance policy he or she has taken out, he or she must first make an appeal to it.

Article 12 – Protection of (personal) data

12.1
The Member grants permission to PriOffice to collect, record and make available the personal data for the purpose of administrative processing by PriServices and other Pri or non-affiliated Pri-services.

12.2
PriOffice uses the data recorded in the context of the Agreement for the implementation of the Agreement and for a good service. The data is processed in accordance with the law by PriServices. Consult the general terms and conditions of PriServices and the common Privacy policy of the Pri-services for more information about data processing.

12.3
PriOffice reserves the right to provide personal data to third parties if there is a legal obligation to do so.

12.4
PriServices acts in accordance with and meets the requirements set in the Anti-Money Laundering and Anti-Terrorist Financing Act.

Article 13 – Force majeure

13.1
Shortcomings of PriOffice in the fulfillment of the agreement as a result of, among other things, war, mobilization, riots, flooding, closed shipping, other transport barriers, stagnation in or limitation of supply by public utilities, lack of gas, petroleum products or other means of energy generation, fire, machine breakdown and other accidents, strikes, exclusions, actions of trade unions, export restrictions, other government measures and other similar circumstances, are considered as not attributable to PriOffice and do not entitle the Member to dissolve the agreement or to any form of compensation. PriOffice has the right to suspend the fulfillment of its obligations if, due to circumstances that were not expected at the conclusion of the agreement and that are outside its sphere of influence, they are temporarily prevented from fulfilling its obligations.

13.2
If the period in which PriOffice cannot fulfill its obligations due to force majeure lasts longer than 2 months, both parties are entitled to terminate the agreement without there being any obligation to pay compensation..

13.3
If on the commencement of the force majeure PriOffice has already partially met its obligations, or can only partially meet its obligations, it is entitled to separately invoice the executed or executable part and the Member is obliged to pay this invoice.

Article 14 – Partial invalidity

14.1
Should one of these (partial) Terms conflict with any legal provision, this does not affect the validity of the other (partial) Terms.

14.2
No cancellation or other invalidation of the contract by the Member will be accepted by PriOffice as a cancellation of the customer’s contractual obligations (including payment).

Article 15 – Complaints

15.1
PriOffice handles complaints in accordance with our complaints procedure.

15.2
Complaints must be submitted fully and clearly described in writing to PriOffice within 7 days, after the Member has found the defects.

15.3
Complaints submitted to PriOffice will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, PriOffice will respond within a period of 14 days with a message of receipt and an indication when the Account Holder can expect a more detailed answer.

15.4
Submitting complaints and / or complaints does not relieve the Member from the agreed payment obligations.

15.5
The right to start proceedings against PriOffice expires after a period of one year.

15.6
If the complaint cannot be resolved in mutual consultation, a dispute arises that is subject to the dispute settlement procedure.

15.7
In the event of a complaint, the Member must first contact the customerservice of PriOffice. In the event of complaints that cannot be resolved in mutual consultation, the Member should contact Stichting WebwinkelKeur (www.webwinkelkeur.nl), which will mediate free of charge. If a solution is not yet found, the Account Holder has the option to have his complaint handled by the independent dispute committee appointed by WebwinkelKeur. The decision is binding and both PriOffice and the Account Holder agree to this binding decision. Submitting a dispute to this dispute committee involves costs that must be paid by the Account Holder to the relevant committee. It is also possible to report complaints via the European ODR platform (http://ec.europa.eu/odr).

Article 16 – Legal

16.1
Agreements between PriOffice and the Member to which these Terms apply are exclusively governed by Dutch law.

16.2
If the parties waive the provisions of Article 15.7, both the Account Holder and PriServices in the first instance are required to use mediation to arrive at a solution.

16.3
In the event of a continuing dispute to the extent that a legal case or legal proceeding is permitted above, both parties agree to submit to the exclusive jurisdiction of the court of The Hague (the Netherlands) for the purpose of litigating all disputes.

16.4
The Vienna Sales Convention does not apply.

16.5
In the event that one or more of the provisions of this Agreement or any application thereof is in any way invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof to any affected or affected in this way. PriServices undertakes to replace any invalid, illegal or unenforceable provision of this Agreement with a valid provision with the same consequences and objectives.

Article 17 – Our data

Company Name
PriOffice BV

Headquarters
Keurenplein 41, 1069CD Amsterdam (NL)

Mailing address
Postbus 1000 / Box A1, 2260BA Leidschendam (NL)

Administration
Ambachtsweg 85, 2641KW Pijnacker (NL)

Chamber of Commerce
74869116

VAT number
NL860056090B01

End of General Terms and Conditions (Version 1.4 – 10-2-2021)

Special Terms and Conditions – PriOffice Basic / PriOffice

The PriOffice membership gives the right to use office space, a flexible workplace and / or meeting room at a PriOffice Space location during regular opening hours. These special conditions describe under which conditions this right can be exercised.

Article 1 – Applicability

1.1
Without prejudice to the provisions of these special conditions, the General Terms and Conditions of PriOffice, the house rules, the CCTV regulation and the general terms and conditions of PriServices apply.

Article 2 – The PriOffice Membership

2.1
An account holder can register and become a member of PriOffice with a Basic membership. This basic membership has the following characteristics and / or restrictions:

1. A Basic membership does not offer the possibility to establish a company at a PriOffice location
2. Members can book a Flexdesk, consultation room and / or meeting room at the regular rate.
3. If the member does not have a PriPost agreement for the processing of mail, it is not permitted to communicate the address of a PriOffce location as such on, for example, but not limited to business cards, stationery or a website. The member cannot receive mail. Any mail received will be returned by PriPost to the sender, the costs of which will be passed on to the Member.

2.2
Account holders who are registered as legal entities and have an active PriPost subscription can qualify for a PriOffice membership. This membership has the following features and / or restrictions:

1. Optionally PriOffice can provide a rental agreement with which the Member, the company registered as an account holder, can register the business as a domicile at the Chamber of Commerce. Failure to release/provide a rental agreement does not release the account holder from membership obligations.
2. If the Member also wants to establish himself with the same company at a different PriOffice location, a separate PriServices account and PriOffice agreement must be entered per location.
3. Members can book a Flexdesk, consultation room and / or meeting room at the indicated discount.
4. Members can use the PriOffice location to receive mail, which will be processed by PriPost.

2.3
The following conditions / restrictions apply to all PriOffice memberships:

1. It is expressly NOT possible to receive packages at a PriOffice location. An exception to this is when the Member is registered with a webshop and has chosen the processing location of PriParcel as the location to register his business with the Chamber of Commerce.
2. PriOffice does not process mail and / or packages and does not accept any liability for the processing thereof. For this, the Member must enter into an agreement with PriPost and / or PriParcel. If the Member does not have an active agreement with PriPost for the processing of the mail and / or with PriParcel for the processing of packages, mail and packages will be returned to the sender at additional costs. These costs are invoiced separately on behalf of PriOffice by PriServices to the Member.
3. PriOffice locations are explicitly not a pick-up location for mail and / or packages.
4. Membership entitles the Member to use a flex desk, meeting room or consulting room at any location of PriOffice in the Netherlands for a fee and is subject to availability.
5. Only one membership is possible per PriServices account holder. A separate PriOffice account must be entered into for each individual legal entity.
6. Membership is tied to the account holder and cannot be used by or transferred to another.
7. A Member may invite guests provided that PriOffice determines that there is sufficient space. The arrival of a guest must always be announced in advance to the PriOffice administration by e-mail or telephone. A member is not permitted to reserve a workplace for a guest. The member will be billed for their guests at the member rate. If guests are not registered in advance with PriOffice, the normal costs will be charged.
8. The Member must be present during the time the guest is at the location. In the event of improper use of this guest rule, PriOffice is entitled to refuse access to the guest and/or member.
9. For security reasons, the Member and his guests may be required to show a valid photo ID. The Member is obliged to comply with this in the absence of which access may be refused.

 Article 3 – Flexdesk, consultation rooms and meeting rooms

3.1
The right to use a Flexdesk, consultation room and / or meeting room is subject to availability and must ALWAYS be reserved at least 3 days in advance.

3.2
If PriOffice indicates that it has no space available at the desired location, it will offer an alternative. If no good alternative is available, PriOffice will refund the reserved part of the day. With a reservation shorter than 7 days the Member loses the right to a refund.

3.3
Reservations for a flex desk are calculated in whole days. Reservations for consultation rooms and / or meeting rooms are calculated in parts of 4 consecutive hours.

3.4
The General Terms and Conditions apply to cancellations.

3.5
The Member is deemed to be present at the reserved time. In the event of non-compliance with this obligation, PriOffice is under no circumstances obliged to refund money and the reserved time expires.

3.6
The workplace and / or meeting room must be left clean after use. It is also the obligation of the member when leaving the location last, to turn the electronic lock on the night lock, to set the thermostat of the heating to 15 degrees and to turn off the lighting. Any additional cleaning, repair costs and energy costs will be reimbursed by the Member within 5 days after sending the invoice to him. The Member indemnifies PriOffice against these costs and costs associated with this. Additional costs will be charged for reservations. An overview of reservation rates is available on request. Additional costs are calculated and collected or invoiced on a monthly basis based on actual costs.

3.7
Use of (wireless) internet is included.

3.8
Use of coffee and tea is included.

3.9
Present presentation means (including flipchart, HD TV) can be used by the Member at no extra cost (subject to availability).

3.10
The Member has the right to use the copier / printer (fair use).

3.11
Participation in events organized by PriOffice is permitted under applicable conditions.

Article 4 – Additional provisions for termination with PriOffice memberships

4.1
In addition to the provisions in the General Terms and Conditions, PriOffice has the right to terminate the membership agreement with immediate effect without notice or judicial intervention in the following situations described below:

1. If PriOffice is obliged to do so by the Chamber of Commerce or the tax authorities.
2. Due to circumstances the processing of mail by PriPost is no longer possible.

4.2
Upon termination of the membership agreement, the Member undertakes to ensure a timely change of address with the Chamber Of Commerce.

4.3
In the event that the agreement is terminated and the Member has not changed his business address at the Chamber of Commerce on the termination date, PriOffice is (legally) required:

1. to request the Chamber of Commerce in writing to investigate the Member’s current location;
2. to inform the tax authorities;
3. to report in the context of the Wwft (Law on the prevention of money laundering and terrorism);
4. In addition, PriOffice will request PriPost to return any mail from the Chamber of Commerce and / or tax authorities and to place the Postbox on STANDBY. If necessary, the member himself must inform third parties. If PriOffce necessarily takes care of deregistration at the Chamber of Commerce, she is entitled to charge the member a minimum of 60, – euro in administration costs.
5. PriOffice has the right to revoke the cancellation if the member has not been deregistered from the PriOffice location.

End of Special Terms