Terms and Conditions
General Terms and Conditions
Terms and Conditions of Workspace Management GmbH
1.1. Purpose of this Agreement These terms and conditions, hereinafter the "Agreement", describe your rights and obligations in relation to your Headsquarter membership and all services listed in your contract. By using any of the services listed in the Agreement, you agree to the terms and conditions set forth herein and agree to comply with the Agreement. Therefore, please read this Agreement carefully.
Nothing in this Agreement shall be construed to confer any proprietary rights, usage rights, liens, interests or similar, in any way on the Service Provider, a specific branch of the Service Provider, the infrastructure or the content of the branches. This Agreement does not create any rights in the sense of letting, leasing or other rights to real estate property. The Service Provider grants the Customer the right, together with the Service Provider, to use the establishment in accordance with this Agreement and the house rules so that the Service Provider can provide the services to the Customer.
The Service Provider and the Customer of this Agreement are independent contractual partners for the performance of their contractual obligations. This Agreement is not deemed to constitute any fiduciary, agency, partnership, or joint venture relationship. Neither party will misrepresent the contractual relationship.
1.2. Service Provider Workspace Management GmbH – hereinafter "the Service Provider" – is a company providing services related to the provision of office and conference rooms. The Service Provider may transfer this Agreement in whole or in part to any other company at any time without prior notice or consent of the Customer.
1.3. Customer References to "the Customer", "you", and similar terms in this Agreement refer to the person or entity that enrolls in the services in question and agrees to be bound by this Agreement. If you enter into this Agreement for a legal entity, you declare and warrant that you have all the necessary rights, powers and consents to enter into this Agreement for the relevant legal entity.
This Agreement is concluded with the Customer, in person or with a legal entity representing the Customer, and may not be transferred to another person or company without the prior written consent of the Service Provider, unless such transfer is provided for by law. The Service Provider will not without reason deny such consent to any of the Customer's parent company, subsidiary or affiliate, provided the Customer and the assignee comply with this Agreement, requiring the assignee to fulfill all customer obligations and not relieve the Customer.
This Agreement applies to all persons and companies affiliated with the Customer who use the services of the Service Provider (hereinafter "the Customer's Parties").
1.4. House Rules In each branch of the Service Provider, house rules are in place governing the conduct of the customer and all related persons and companies in connection with the use of the service. The fulfillment of the house rules is a binding prerequisite for the use of the services. The house rules are thus an essential part of this Agreement. The house rules valid at the time of commencement of the service provision will be handed over to the Customer and all users at the beginning of the service provision. The Service Provider can at any time revise, supplement and adapt the house rules at its own discretion. The currently valid house rules are available at the reception of the branch at any time.
- General terms
2.1. Quotes and Offers All offers made by the Service Provider are made in writing and are valid for one month from the date of the offer, unless stated otherwise in the offer. All prices are exclusive of VAT and any other duties and fees, unless stated otherwise in the offer. All other information on prices for services are only intended as a guide and do not constitute a fixed offer, a binding cost cap or a rough cost estimate.
2.2. Start and End Dates The contractual relationship begins with the start date set forth in the contract and ends as per the defined end date. The right to give termination without notice for cause remains unaffected for both parties and in all cases. All terminations must be made in writing.
2.3. Validity This Agreement supersedes and complements all previous proposals, agreements and communications. Deviating terms and conditions apply only in case they are listed in the contract under «deviating regulations» and only for the respective contract. Your use of all services offered by the Service Provider is subject to the Agreement in effect at the time of use. The most recent version of this Agreement can be consulted at the reception desk of each branch on request. Even after termination of the contract, certain provisions of this agreement remain valid. Sections 2.4 Confidentiality and 5.3 Intellectual Property shall survive termination or expiration of this Agreement, as shall any other provision of this Agreement that may reasonably be expected to continue beyond the termination or expiration of this Agreement.
2.4. Confidentiality The terms of the contract and this Agreement are confidential. Neither the Service Provider nor the Customer may publish them without the consent of the other party, unless required by law or a government agency. This obligation remains in effect for three years after the expiration of this Agreement.
2.5. Modifications to the Agreement The Service Provider may make changes, deletions or additions to this Agreement at any time. The Service Provider informs the Customer about such changes via e-mail. The Service Provider may change the nature and extent of the services, prices and fees listed in the contract and this Agreement at any time or cease to provide services or provide services to a lesser extent. These price changes do not affect contracts that have already been concluded for the one-time provision of services. Contracts for the continuous provision of services (such as the use of a workstation) will be subject to price changes, subject to a three-month period of notice, at the beginning of the following month. If the Customer does not agree to the price changes, the Customer can terminate the contract at any time. In the event of early termination, no payments received will be refunded. If you continue to use the services after receiving notification of any change to this Agreement, you will be deemed to agree to such changes (including increased pricing and fees after continued use following the end of the period of notice) and these changes will become valid for the continued use of the services.
3.1. Provision The Service Provider provides the Customer with the services specified in the contract, in the branch specified in the contract. In addition, the Service Provider provides additional services at the request of the Customer according to the service catalogue. The Service Provider undertakes to make the services available in the contractually agreed condition and to remedy any defects as quickly as possible.
3.2. Adjustments If concerns or requirements on the part of the Customer lead to additional costs, the Service Provider is entitled to charge the Customer accordingly. If the prices for such additional services have not been agreed, the Service Provider will charge the Customer the effective expense incurred.
- Use of the Services
4.1. Workstation The Customer and associated users are obliged to treat the branch, the infrastructure and the contents of the branch with all due care and to report any damage immediately to the Service Provider. Furthermore, the Customer is obliged to leave all areas of the property as well as equipment, furnishings and furniture that the Customer, associated users or guests make use of, in reasonable condition.
4.2. Mobile App To use the services, all users connected to the Customer must download the mobile app.
4.3. Communal Facilities The Customer and all users associated with the Customer may use allocated quotas for meeting and conference rooms or other services in certain branches of the Service Provider during the normal business hours of the relevant branch. The use of these services is subject to the availability of such services. For use beyond granted quotas fees are incurred. In addition, the Customer and – as permitted by the Service Provider – the guests of the Customer can access all communal areas and facilities (e.g. in-house clubs). These communal areas are for temporary use and are not a workplace for continued daily work.
4.4. Access Rights For duration of the contract, the Customer is entitled to enter and use the branch defined in the contract within the access authorization laid down in the contract. For this purpose, an access badge will be made available to each user associated with the Customer and registered by name. Access rights may not be passed on to third parties. Access devices (e.g. badges) remain the property of the Service Provider and must be returned promptly at the end of the contract. For lost or damaged access devices, a replacement fee of CHF 150.00 will be charged.
4.5. Postal Services Subject to availability, the Customer may choose to receive mail and parcels at the branch specified in the contract and to send mail for a fee. As part of this service, the Service Provider will receive mail and deliveries for the Customer during normal business hours of the relevant branch. This service is provided on the condition that the Service Provider is not liable for mail or parcels for which no employee of the Service Provider has signed an acknowledgment of receipt at the time of delivery. In addition, the Service Provider is also not liable if the Customer or associated users use the postal and delivery services for fraudulent or unlawful purposes. The Service Provider has no obligation to store such mail or parcels for a period of thirty (30) days after receipt of the relevant mail or parcels or upon receipt of mail or parcels after the end of the contract. This service is intended to enable the Customer to receive business correspondence. It does not serve to receive or dispatch merchandise or goods for personal use. Accordingly, the Service Provider is not obliged to accept or ship bulk mail or oversized mail or parcels.
4.6. Pets Users connected to the Customer may only bring pets to those branches where the house rules explicitly allow pets. The Service Provider may require users to prove vaccination of the pet. Users must accompany their pets at all times, unless they are in an enclosed area reserved for the sole use of the Customer (e.g. an office). The Customer is responsible for any injury or damage caused by a pet brought into the establishment by the Customer or a user or guest associated with the Customer. The Service Provider is not liable for any injuries sustained by pets. The Service Provider has the right to prohibit or restrict any client, user or guest from bringing pets into one or more branches at any time.
4.7. IT The Service Provider does not guarantee any degree of availability and (data) security in connection with the use of the network or the internet. The Customer, at his sole discretion and expense, takes measures to ensure the security of his digital data and information.
4.8. Address The Customer can use the address of the branch as his business address. As a prerequisite for the use of the branch as a business address the Customer has to notify the Service Provider and to authorize the Service Provider for processing the mail. Any other use is prohibited without the prior written consent of the Service Provider.
5.1. General Restrictions The Customer may use the services provided and the infrastructure of the branch only for office purposes. The use of the services for "commercial", "medical" or other purposes, which are accompanied by frequent public access, is explicitly prohibited. In addition, the Customer confirms that he will not use the services or infrastructure of the branch for any of the following activities:
- Businesses that directly compete with the core business of the Service Provider
- Use in connection with pyramid schemes, chain letters, spam e-mail, and other types of unsolicited news or advertisements
- Defamation, harassment, abuse, stalking, threats or other breaches of law (such as privacy rights) of individuals or companies inside and outside the establishment
- Dissemination of offensive, immoral or other unlawful material or data, within the branch or through the infrastructure provided
- Provision or dissemination of proprietary data, unless the renter is a holder of rights of or has permission to distribute said data
- Dissemination of data containing viruses, Trojans, worms, bots or other malicious software
- Illegal download of copyrighted data
- To prevent other users from accessing and using the services and infrastructure
- Unlawfully obtaining information from other customers of the Service Provider
5.2. Exclusive Use All rights to use the service, including access rights and related "keys", "key cards", "badges" and the like (hereinafter referred to as "access devices") set out in the contract and this Agreement, are exclusive to the Customer and affiliated users registered with the Service Provider by name. The Customer may only add additional users to this Agreement after written confirmation and signature of the Service Provider. The Customer may not make any copies of the access devices provided to him or share them with other non-users. The Customer is responsible for the safekeeping of all access devices provided to him. In case of suspected loss or unauthorized use of an access device, the Customer is obliged to inform the Service Provider immediately.
The Customer is responsible for all actions related to his account and the access devices provided to him, irrespective of whether he has authorized these actions.
5.3. Intellectual Property The Customer and all associated users and guests must neither directly nor indirectly acquire, copy or use information or intellectual property of the Service Provider, other customers, users, or their guests. This includes e.g. proper names, images, voices, business names, trademarks, brands, logos, or other intellectual property, as well as altered or modified versions thereof.
5.4. Security The Service Provider strives to take appropriate security measures to protect the confidentiality of the Customer's business activities. Before entering any branch, users and their guests may be required to present a valid official photo ID. The Service Provider has the right to collect contact information of all guests. Users acknowledge that they have informed their guests about the house rules and obligations listed in this Agreement. Upon arrival, guests confirm their knowledge of said rules with their signature of the visitor agreement at the reception. Public areas and communal spaces with branches may be video-monitored.
5.5. Access Rights of the Service Provider The Service Provider may need to enter the Customer's workstation or office area and may do so at any time. However, the Service Provider will try to inform the Customer in advance verbally or electronically for non-emergency access, e.g. when the access is required to carry out tests, repairs or other work. Routine inspections, cleaning and maintenance work can be carried out at any time without prior notice.
5.6. Facilities The Customer and associated users are prohibited from making any changes to the infrastructure, branch and content of the branch. In particular, the Customer may not install cables, IT or telecom connections without the written permission of the Service Provider. The Service Provider may refuse such connections at his sole discretion.
- Responsibilities of the Customer
6.1. Service Deposit Upon conclusion of this Agreement, but no later than two weeks before the start of the contract, the Customer must pay a service deposit of two monthly fees, unless stated otherwise in the contract. This deposit serves as security for the performance of all obligations by the Customer under the contract and this Agreement and remains interest-free with the Service Provider. After the expiration of the contract period and if all outstanding fees and all other costs incurred in favor of the Service Provider have been paid, the service deposit will be returned to the Customer.
The Service Provider may require the Customer to pay for a higher service deposit if outstanding fees exceed the deposit and/or the Customer regularly fails to pay the agreed upon service fees in a timely manner.
6.2. Payment of Fees for Standard Services By signing the contract, the Customer undertakes to pay the recurring or one-off fees associated with the services purchased, either as they are displayed at the time the contract is concluded or when the services concerned are used, or according to the adjustment made by the Service Provider and communicated to the Customer at the appropriate time. All fees are payable in the currency indicated by the Service Provider in the contract. The means of payment specified by the Customer will automatically be charged with the fees or other amounts incurred in connection with the services provided to the Customer or for which he is liable. Recurring fees, including periodic membership fees (the monthly fee) and any other recurring fees you have agreed to in connection with the services, will be debited on the twenty-fifth (25th) of each month for the following month.
6.3. Payment of Fees for Additional Services Fees for usage-based services and any additionally applicable taxes will be charged retroactively in accordance with the tariffs of the Service Provider and shall be payable in the month following the calendar month in which the additional services were provided.
6.4. Late Payment If the Customer does not pay his fees when due or if the deposited means of payment cannot be charged for any reason, the Customer will immediately be in default. As a result, a default charge of 10 % will be charged for all overdue balances. When the Customer makes payments, they will first be used to settle deferred amounts, starting with the earliest due fees. After setting a period of 10 days to make all overdue payments, the Service Provider reserves the right to withhold services (including refusal of access to the establishment) as long as service fees and/or default charges are outstanding, or the Customer breaches the Agreement.
6.5. Exclusion of Set Off Only such claims of the Customer may be used to offset counterclaims, which the Service Provider has explicitly acknowledged in writing to be applicable for offsetting.
6.6. Exclusion of Refunds All fees are non-refundable.
6.7. Liability for Damages Caused The Customer is fully liable for costs incurred to repair any damage to the branch and its contents (and hereby the Customer authorizes the Service Provider to collect the corresponding amounts), which the Customer, associated users or guests, or – where permitted – associated pets cause.
6.8. Obligation to Cooperate The Customer undertakes to cooperate with the Service Provider without restriction in examining and clarifying actual, probable or potential violations of this Agreement. The Customer renounces all rights against the Service Provider in connection with all claims resulting from activities within the scope of such an examination and confirms to indemnify and hold harmless the Service Provider.
6.9. Legal and Lawful Conduct The Customer must observe all relevant laws and regulations when conducting his business. The Customer may not conduct any illegal activities in connection with the use of the services. The Customer may not do anything that affects the use of the branch by the Service Provider or other users, causes noise or annoyance, increases the sum insured or insurance premiums the Service Provider must pay, or causes losses or damage to the Service Provider or the owner of the building in which the relevant branch is located (including reputational damage).
If the Service Provider is informed by an authority or legislative body, that there is a reasonable suspicion that the Customer is using the branch to carry out criminal activities, the Service Provider is entitled to terminate this Agreement immediately.
6.10. Insurance The Customer is responsible for insuring all property and personal belongings he and associated users and guests bring to the establishment and to ensure his liability to his employees and third parties. The Service Provider strongly recommends that the Customer conclude such an insurance.
6.11. Upon Termination The Customer is obliged to vacate the branch on the last day of the contract and return workstation, office, and access devices to the Service Provider in the original condition. If items of the Customer or associated users remain in the branch after termination of the contract, the Service Provider is entitled to remove said objects at the expense of the Customer in a manner appropriate to the Service Provider. The Service Provider is not accountable for the handling of such items towards the Customer. The Service Provider reserves the right to charge additional reasonable fees, should repairs be necessary and in case damages go beyond normal wear and tear.
If the Customer continues to use the facilities of the branch (such as workstation and office) after the termination of this Agreement or leaves them in an unusable condition at the end of the contract, the Customer is responsible for any losses, claims and liability incurred by the Service Provider as a result of the Customer's default to clear in time and in the agreed upon condition. The Service Provider may, at its sole discretion, grant the Customer an extension to the contract and charge an additional fee on top of the contractual monthly fee.
Premature Termination In case the Customer or affiliated users fail to comply with any of the terms of this Agreement or the Service Provider has reasonable suspicions, including default on payments or improper use of the Services, or if the Service Provider deems it appropriate at any other time at its sole discretion, the Service Provider may restrict or terminate the Customer's access to the services and the branch with immediate effect, possibly without notice, to the extent permitted by applicable law. If the Service Provider terminates this agreement for any of the reasons described above, all outstanding obligations under this Agreement, including payment for any additional services used, whether requested or required, and the monthly fee for the remaining duration of the contract shall remain unaffected by the termination of the Agreement. A refund of already paid fees is excluded in all cases. The Service Provider is also entitled, without giving reasons, to terminate the contractual relationship on the end of each calendar month, subject to a one-month notice period.
Warranty and Liability Restrictions and Exclusions
8.1. Caveat Emptor The Service Provider provides his services expertly and carefully. If, for any reason, the Service Provider is unable to provide the services specified in this Agreement until the intended commencement of this Agreement, the Service Provider shall not be liable to the Customer for any loss or damage, and the Customer may terminate this Agreement without penalty. The Service Provider will not charge the Customer for services that the Customer cannot use, but will begin to charge for such services as soon as they become available. The services are provided "as is". To the fullest extent permitted by law, the following applies to the Service Provider and all persons and companies associated with him, including their successors (hereinafter the "parties to the Service Provider"): (a) The parties to the Service Provider disclaim any express or implied warranties and conditions with respect to the services, including any warranties, conditions or statements with regards to e.g. availability, operations, performance and/or use of the services, content or materials contained in the branch or available through the services, including, but not limited to, any warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement of rules and regulations, and any implied warranties, conditions, or liabilities arising out of ordinary course of business, performance of a contract, or custom and usage, and (b) the parties to the Service Provider shall not be liable for any indirect, incidental or other damages and resulting indemnity claims, collateral damages, punitive or consequential damages or losses, business interruption or loss of profit, loss of time, loss of goodwill, or loss of data, including if the parties to the Service Provider were informed about the possibility of such damages or losses, and regardless of the nature of the legal remedy used and regardless of the nature of the claim, whether for contractual reasons, tort, absolute liability or other causes.
8.2. Waiver and Release of Claims To the fullest extent permitted by law, the Customer declares for himself and associated employees, representatives, participants and guests (i) waiver of any liability claim, cost or damage claims and rights, including the right to reimbursement of reasonable attorney's fees ("Claims") to or against the parties to the Service Provider arising out of injury, damage, destruction, theft or losses in terms of property, persons or pets, and (ii) indemnification of the parties to the Service Provider from any such claims. The Customer hereby waives the applicability of Section 1542 of the California Civil Code or the applicability of any comparable legislation, regardless of jurisdiction, which essentially expresses: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
8.3. Exclusion of Liability for Personal Belongings The Service Provider is not responsible for any personal property left behind by the Customer's parties in one of the Service Provider's branches. The Customer is responsible for ensuring the security of the personal belongings of his parties. In particular, the Service Provider assumes no liability for loss, theft or damage to the property or possession of the users in any of the branches of the Service Provider. In case of theft the Service Provider will press charges, however, there is limited insurance coverage for the personal belongings of the parties of the Customer. For this purpose, the Service Provider recommends the Customer conclude a suitable insurance.
8.4. Exemption of Liability for Actions of Others The Service Provider is not liable for the actions of others and is not responsible for the behavior of other persons with whom the Customer and his parties come into contact with through the use of the services. You should be aware that other customers, users or their visitors may not always be the people they impersonate. We do not investigate customers, users or visitors. We do not endorse or verify any facts, opinions or recommendations of users. Should a dispute arise among users, the Service Provider is not obliged to engage, mediate or compensate any of the parties.
8.5. Exemption of Liability for Third-Party Products or Services The Service Provider is not liable for products or services of third parties. The Service Provider also assumes no material and legal warranty for such services or products. The Customer agrees that the provision of access to third party services or products or the granting of discounts for such third-party services or products by the Service Provider does not constitute provision of such third-party services or products by the Service Provider. The Customer declares that all claims with regard to the provision of the respective services or products from third parties and with regard to the reimbursement of any claims against external providers in connection with damages, liability or losses that occur in connection with third-party services are exclusively directed to the relevant external provider.
8.6. Exemption of Liability for Indirect Damages The liability for all indirect, secondary, trust or consequential damages, including lost profits, lost business, business interruption, costs of any substitute goods, services or technologies or compensation for damages of third parties, is completely excluded. The Service Provider recommends that the Customer insures himself against these possible risks.
8.7. Limitation of Liability The Service Provider is only liable for gross negligence. In particular, the Service Provider is not liable for any damage resulting from the non-provision of services by the Service Provider due to technical faults, strikes, employee negligence, termination of the lease of the Service Provider's part of the building in which the branch is located or for other reasons, if the service provider does not act deliberately or through gross negligence. To the fullest extent permitted by law, the total liability of the Service Provider to the parties to the Customer in relation to a service, in any circumstances, whether in contract, tort, breach of duty or similar legal concepts, shall under no circumstances exceed the sum of the fees paid under the present Agreement for said service to which the claim relates, of the past twelve (12) months before the claim has been made. Under no circumstances shall the Service Provider be liable for any loss or damage until the Customer has informed him in writing and given him a reasonable period of time – but at least 3 weeks – to remedy the situation. If the Customer believes that the Service Provider has not provided a service in accordance with the contract or this Agreement, the Customer shall inform the Service Provider in writing of such default and give a reasonable period of time to remedy.
8.8. Indemnification The Customer undertakes to indemnify the Service Provider. To the fullest extent permitted by law, the Customer agrees to indemnify and hold harmless the parties to the Service Provider from any claims, liability, damages and costs, including reasonable legal fees, arising out of a failure to comply with this Agreement or as a result of acts or omissions by the Customer, associated users, employees, guests or pets.
8.9. Severability Clause on Warranty and Liability Limitations and Exclusions Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages. Therefore, the exclusions and limitations above may not apply to you. In this case, such exclusions and limitations apply to the maximum extent permitted by law.
- Applicable Law, Arbitration and Waiver of Class Action
9.1. Applicable Law and Jurisdiction Applicable is Swiss law, excluding the provisions of the UN Sales Convention. The exclusive place of jurisdiction is the statutory seat of the Service Provider.
9.2. Arbitration In the event of potential conflicts under this Agreement, the parties are required to immediately hold a meeting to discuss further action and to implement crisis management, where appropriate with the assistance of a knowledgeable third party.
9.3. Waiver of Class Action All litigation or litigation procedures – regardless of the court seised – are individual arbitration procedures. Neither the Customer nor the Service Provider may file a class action lawsuit or complaint in which one party acts or offers to act as a proxy. No procedure will be brought together with another procedure without the prior written consent of all parties that would be affected by such a procedure. In addition, the Customer and the Service Provider do not participate in consolidated claims involving the representations of another person or entity, if the Customer or Service Provider are parties to the proceedings. The Customer waives the right to act as a representative or class plaintiff against the Service Provider for a class action, including the right to a group arbitration or the merger of individual arbitration cases.
- Final Provisions
10.1. Data Security Both parties will comply with the respective applicable data protection regulations, in particular those applicable in Switzerland.
10.2. Corruption and Money Laundering Both the Customer and the Service Provider comply at all times with all relevant bribery and anti-corruption laws. The Service Provider confirms that he has not commissioned or used work for the provision of the services which is incompatible with the relevant legislation against slavery.
10.3. Interpretation The headings of the sections and paragraphs in this Agreement are for reference only and will not affect the interpretation of the sections and paragraphs. Terms used in this Agreement, such as "including," "as," "e.g.," "for example," or "such as," may be construed as including "without limitation."
10.4. Succession The Customer undertakes to transfer all rights and obligations from these terms and conditions to any legal successors.
10.5. Severability Clause If any provision of this Agreement is found in any way to be invalid, illegal or unenforceable, that provision will be limited or superseded to the minimum extent necessary to render the Agreement otherwise unaffected, fully valid and enforceable. In this case, the two parties undertake to replace the ineffective provision with an effective provision that comes as close as possible to said provision. In addition, changes and errors are reserved. Failure to enforce any of the rights of either party under this Agreement at any time or in any period shall not constitute a waiver of such rights and the exercise of any right or provision shall not constitute a waiver of any other right or remedy. In order for a waiver of compliance with this Agreement to be binding, written confirmation of such waiver by the Service Provider must be provided.