General Terms and Conditions of the Schlosswerkstatt – Allgäu Coworking Space

A project by Stadtschloss Immenstadt GmbH & Co. KG based in Immenstadt, District Court of Kempten HRA 9112, HRB 10441

Status: 07/27/2022

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I. Scope

a. The following general terms and conditions (“Terms”) apply to all contracts relating to

- Schlosswerkstatt Office spaces (individual offices, meeting rooms, virtual offices and other spaces) and

- Schlosswerkstatt coworking spaces (all tariffs)

- Castle workshop common areas (kitchen, lounge areas, sanitary area, outdoor area)

(collectively "Schlosswerkstatt Center areas")

between Stadtschloss Immenstadt GmbH & Co. KG (hereinafter "Schlosswerkstatt") and the respective customer ("Customer"), also referred to collectively as "Parties".

b. This contract is economically comparable to a contract for accommodation in a hotel. All rooms remain under the control of the lock workshop.

c. Customer accepts that this Agreement does not create any tenancy, title, leasehold or other title interest in Customer's right to the Premises(s).

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II. Subject of the contract

a. The Schlosswerkstatt grants the customer the opportunity to use the Schlosswerkstatt Center areas (including individual coworking desks) and furnishings for exclusive use as an office for a fee ("basic service fee"). In addition, the lock workshop offers the customer additional services for a fee (“service costs”).

The use of the kitchen may be restricted due to the offer of cooking courses, workshops, etc. The lock workshop uses notices to inform customers about upcoming appointments.

b. The Schlosswerkstatt undertakes to provide the Schlosswerkstatt Center customers with space to the contractually agreed extent at the agreed location. In exceptional cases, the Schlosswerkstatt is entitled to provide the customer with alternative Schlosswerkstatt Center areas of comparable size and quality at the location in question. If the customer does not book a package with permanently assigned Schlosswerkstatt Center areas or workplaces, but with flexible workplaces (lounge, bistro, flex desk), the provision by the Schlosswerkstatt depends on availability at the relevant location.

c. The basic service fee to be paid by the customer includes the remuneration for the use of the agreed Schlosswerkstatt Center areas and the common areas and all incidental costs (consumption-dependent and consumption-independent). The size of the Schlosswerkstatt Center areas or the common areas has no influence on the amount of the basic service fee.

i.e. The customer is aware that the Schlosswerkstatt Center areas are neither air-conditioned nor mechanically ventilated. The office space can therefore heat up in summer, even above a room temperature of 26°C. Such heating does not constitute a defect in the Schlosswerkstatt Center areas. In particular, the Schlosswerkstatt is not responsible for compliance with the Workplace Ordinance, the Workplace Directive or other specifications relating to labor law or the customer's business operations.

e. Protection against competition is not granted.

f. The member confirms that none of the following business models are operated in the Schlosswerkstatt Center areas:

- Adult Entertainment / Pornography

- MLM multilevel marketing or Ponzi schemes

- Dealing in drugs, weapons, counterfeit medicine or other counterfeit items, alcohol

- gambling

- Illegal or questionable in terms of legality shops and products

- File sharing services

- Church-like organizations or religious groups

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III. Money Laundering Check

Insofar as the Schlosswerkstatt is obliged under the Money Laundering Act (AMLA) to identify the contractual partner, the beneficial owner and to determine the status as a politically exposed person within the meaning of the AMLA, the customer will provide the Schlosswerkstatt with the necessary documents and other information for proper identification or identification. provide determination. This obligation also applies as soon as and to the extent that the customer's beneficial owner or his status as a politically exposed person changes.

 

IV. Payments

a. Unless otherwise agreed with the customer, the basic service fee must be paid in advance for this month by no later than the third working day of the month

b. The lock workshop shall invoice the customer for the costs of additional services for the past month. Unless prices for services have been negotiated with the customer in detail, the currently valid service price list applies. The service costs are due within ten days of receipt of the relevant invoice.

c. Invoice amounts that are in arrears are to be paid interest by the client at 9% above the base rate of the European Central Bank. The assertion of further damages remains reserved. In addition, in the event of default, a flat rate of €20 will be charged in accordance with Section 288, Paragraph 5 of the German Civil Code.

i.e. In the event that the customer is more than four weeks in arrears with payment, the locksmith is entitled to stop providing further services. In this case, the Schlosswerkstatt is entitled to refuse access to the office and co-working space. In no case does this justify a liability for damages on the part of the customer.

e. In the event of late payment, the Schlosswerkstatt charges reminder fees for the first and second reminder and for each failed booking (credit card and direct debit), each returned direct debit, regardless of the reason for the direct debit, a processing fee i. hv €5

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V. Handover of the Schlosswerkstatt Center areas

When handing over the Schlosswerkstatt Center areas to the customer, the parties will draw up a handover protocol. The handover protocol is to be signed by both parties and provided with the date of the handover. The condition of the office spaces and the inventory as well as any damage and defects found must be included in the handover protocol. Unless otherwise noted in the handover protocol, the customer recognizes the office spaces as in accordance with the contract, ready for occupancy, undamaged and suitable for his purposes without restriction, unless there are hidden defects. Hidden defects are to be reported by the customer to the lock workshop immediately after they have been discovered.

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VI. Liability of the lock workshop

The lock workshop is liable

a) according to the statutory provisions in the event of intent and gross negligence on the part of a legal representative, a managerial employee or other vicarious agents, in the case of the assumption of guarantees, culpable injury to life, limb or health as well as in the event of liability under the Product Liability Act;

b) on the merits of each culpable breach of a material contractual obligation (whereby the term of a material contractual obligation abstractly designates such an obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the other party may regularly rely), whereby the Liability for financial and material damage is limited to the amount of typically foreseeable damage.

c) No-fault liability on the part of the locksmith for initial defects in accordance with Section 536a of the German Civil Code is excluded.

d) Any further liability of the lock workshop is excluded.

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VII. Use of the Schlosswerkstatt Center areas and the inventory as well as the customer's code of conduct

a. The customer may only use the Schlosswerkstatt Center areas for the contractually agreed purpose. The use of the Schlosswerkstatt Center areas or common areas for private purposes, in particular private celebrations by the customer and his employees or by third parties to whom the customer grants access, is prohibited.

b. The customer must treat the Schlosswerkstatt Center areas and inventory with care. The customer must report any damage to the lock workshop immediately. The customer is liable for all damage beyond the contractual wear and tear caused by him, his vicarious agents and third parties who use the Schlosswerkstatt Center areas or inventory at the customer's request.

c. The customer must refrain from any actions that could be detrimental to the location of the lock workshop or the inventory or damage the reputation of the lock workshop. The customer must ensure that the Schlosswerkstatt Center areas have an attractive appearance.

i.e. The customer may not connect their own coffee machines, ovens, microwaves, cookers or similar electrical devices to the Schlosswerkstatt Center areas provided to them. The customer has no right to carry out structural changes.

e. All electrical devices used by the customer in the business premises and associated parts (including cable/plug connections) must comply with the statutory safety regulations for energy distribution in office workplaces to avoid any damage.

f. The customer is responsible for the objects, documents and data brought into the Schlosswerkstatt Center areas. This applies to lockable Schlosswerkstatt Center areas as well as to general areas. In his own interest, the customer must protect any items he has brought with him, in particular valuables, as well as documents and data, from unauthorized access by third parties. The Schlosswerkstatt is not liable for loss, theft or damage to these objects, documents or data, unless this is due to grossly negligent or intentional behavior on the part of a legal representative, an executive or other vicarious agents of the Schlosswerkstatt. Items brought by the customer are not insured through the lock workshop. If necessary, the customer will take out appropriate insurance himself to cover risks relating to damage to the objects or business interruption.

G. The customer may not bring any perishable, harmful or dangerous materials to the Schlosswerkstatt Center areas or have them delivered there. The same applies to the delivery of items that weigh more than 5 kg, have a length of more than 45 cm or a room size of more than 30.5 cm.

H. Pets are only allowed after prior agreement. The lock workshop can decide at its reasonable discretion whether pets are allowed. The consent can be revoked unilaterally by the locksmith. A revocation of consent does not justify a special right of termination of a contractual relationship by the customer.

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VIII. Internet use

a. If the lock workshop provides the customer with access to the Internet, the customer is solely responsible for actions related to the use of the Internet. It is subject to legal restrictions, in particular copyright restrictions, when querying, storing, transmitting, distributing and displaying certain content. The customer will ensure that he and all persons who use the Internet access provided by the Schlosswerkstatt at his instigation are informed that the statutory provisions must be observed and in particular the illegal copying, distribution or downloading of copyrighted material material to omit. Should claims be made against the lock workshop by a third party due to a violation of the above provision or legal regulations, the customer shall indemnify the lock workshop in this respect.

b. The Internet access provided by the Schlosswerkstatt is operated by an external provider. The lock workshop therefore has no influence on the time availability and available bandwidth. Numerical information in the promotional materials is for illustrative purposes only and in no case represents a binding offer on the part of the locksmith.

c. The customer is aware that due to maintenance or technical difficulties there may be temporary unavailability and reduced bandwidth.

i.e. The lock workshop will provide an annual average availability of 97% in its in-house network. Excluded from the calculation of availability are faults that are not caused by the network of the lock workshop and its interfaces to third-party networks (e.g. force majeure, failure of third-party communication networks, etc.) and which are not otherwise the responsibility of the lock workshop.

e. Against the background of Section VIII. b., c. and d. ensure that he has a back-up solution ready (e.g. access to a mobile network) in the event of unavailability or insufficient bandwidth, so that damage to the customer due to unavailability or insufficient bandwidth is prevented.

f. The customer is aware that the total available bandwidth is limited. In order to enable all customers to work properly, the customer will only use the Internet access provided by the lock workshop for business purposes. Streaming, downloading or uploading music, films, live streams, etc. is prohibited. If the customer's business activity makes such streaming, downloading or uploading such data necessary, the customer is obliged to agree a solution with the lock workshop beforehand (e.g. booking a bandwidth reserved for the customer) that allows the other customers to work properly enabled with internet access.

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IX. Use of the Schlosswerkstatt Center areas or inventory by third parties

a. The customer is not entitled to transfer or grant use of the Schlosswerkstatt Center areas or the inventory to third parties in whole or in part.

b. The customer is liable for damage caused by third parties entering the Schlosswerkstatt Center areas at the instigation of the customer.

c. The customer must protect the provided Schlosswerkstatt Center areas against access by third parties and keys and access cards provided to him against loss and theft. Keys and access cards may not be handed over or made accessible to third parties unless this has been previously agreed with the locksmith.

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X. Enter the Schlosswerkstatt Center areas through the Schlosswerkstatt

The Schlosswerkstatt is entitled to enter the Schlosswerkstatt Center areas during normal business hours, in the event of imminent danger at any time of the day or night. The lock workshop takes the greatest possible consideration for the customer's business operations and will usually inform the customer of this in good time.

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XI. Structural changes, renovation measures

The Schlosswerkstatt is entitled to carry out construction and renovation measures that are appropriate for the maintenance or improvement of the Schlosswerkstatt Center areas and the commonly used areas (common areas) both indoors and outdoors. The lock workshop will ensure that such measures are mutually agreed with the customer and are not carried out at an inopportune time.

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XII. House rule

The house rules regulate further behavioral obligations of the customer and are part of the contract concluded between the parties.

 

XIII. safety briefing

The safety instructions regulate behavior in the event of a fire, as well as occupational safety and health issues.  

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XIV. Termination, damages in the event of extraordinary termination by the lock workshop

a. Unless a fixed term without the option of ordinary termination has been agreed in the contract, the contract can be terminated by both parties with a notice period of three months to the end of the month.

b. Both parties can terminate the contract for good cause without notice. An important reason for the lock workshop is, in particular, if the customer

a) is in arrears with the payment of the basic service fee or a not inconsiderable part thereof for two consecutive appointments;

b) in a period that extends over more than two appointments, is in arrears with the payment of the basic service fee in an amount equal to the basic service fee for two appointments;

c) repeatedly falls into arrears with the payment of other service costs and does not make the payment immediately despite warning and setting a reasonable deadline;

d) the customer violates the rights of the Schlosswerkstatt to a considerable extent by significantly endangering the Schlosswerkstatt Center areas or the inventory by neglecting the care incumbent on him or by allowing a third party to do so without authorization.

e) violates his/her obligation to cooperate according to Clause III, even after prior warning and setting a reasonable deadline, by not providing the locksmith with the necessary documents and information for his/her identification and that of the beneficial owner, as well as the information for clarifying the status as a politically exposed person, does not notify changes immediately or provides incorrect information.

c. If the locksmith terminates the contract extraordinarily due to a culpable breach of duty by the customer, the customer must compensate the locksmith for any damage caused as a result. In this respect, the customer is particularly liable for damage suffered by the Schlosswerkstatt because the Schlosswerkstatt Center areas are empty after the customer has moved out or have to be vacated below the service costs agreed with the customer.

i.e. Any termination of the contract must be in writing, whereby termination by signed fax or by sending a signed scanned document by e-mail is sufficient.

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XV. termination of contract

a. After the end of the contract, the customer is obliged to return the used Schlosswerkstatt Center areas and the inventory in a defect-free and usable condition. All objects brought in by him are to be removed and the condition that existed when the Schlosswerkstatt Center areas were handed over is to be restored. The lock workshop will remove visible signs of use and damage to floors, floor coverings, walls or inventory at the customer's expense plus a reasonable handling fee of at least 15% of the costs incurred for the removal; the handling fee does not apply or is reduced if the customer can prove lower costs. The customer must pay the corresponding costs within seven days after the invoice has been sent by the locksmith.

b. When moving out, the customer must return all keys and access cards that have been provided to him or that he has made himself. Otherwise, the lock workshop is entitled to have new locks and security systems installed at the customer's expense. For lost keys and/or access cards, the locksmith also charges €30/per key.

c. The lock workshop can store items left behind at the customer's expense if they are not removed despite being requested to do so. After 14 days, the lock workshop is authorized to dispose of the items at the customer's expense.

i.e. After the end of the contract period, incoming mail and parcels will not be accepted. The customer is liable for any consequences. Post/packages not picked up by the customer at the end of the contract will be destroyed 14 days after the end of the contract. In this respect, the customer relinquishes ownership/possession. Payment of damages is excluded.

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XVI input tax deduction

The customer is obliged to use the Schlosswerkstatt Center areas exclusively for sales that do not exclude input tax deduction. Changes in the type of customer activity that are relevant to sales tax require the prior written consent of the locksmith in any case. The locksmith can make its approval dependent on the customer obliging himself to compensate the locksmith for any damage incurred as a result of the loss of the input tax deduction. At the request of the lock workshop and/or the financial administration, the customer will provide the relevant evidence. If the proportion of excluded sales exceeds 5% now or in the future and the sales tax option is no longer applicable, the customer undertakes to pay the then applicable gross basic service fee without showing sales tax from this point in time.

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XVIII. Set-off, right of retention, reduction

a. The customer can only offset payment claims from the locksmith if the customer's claim for offsetting is undisputed or has been legally established. The same applies to the exercise of a right of retention by the customer.

b. The customer is only entitled to a reduction in the ongoing service payments if the reduction in reason and amount is undisputed or has been legally established.

c. The right of the customer to separately assert any claims for repayment of overpaid service or basic service fees due to reduction or other claims against the lock workshop is not affected by the above provisions.

 

XVIII. security deposit

a. If the provision of security by the customer has been agreed, this serves to secure all claims of the locksmith against the customer from and in connection with the contractual relationship and its termination (including any claims for damages, legal costs of the locksmith, etc.). The customer will transfer the security to the account specified by the locksmith. Credit interest will not be paid. Instead of paying the security, the customer can also provide the security by providing an irrevocable, unlimited and directly enforceable guarantee from a major German bank or savings bank on first request, whereby the financial institution must waive the right to lodge a deposit with the court as well as the objections to contesting the Offsetting (with the exception of offsetting with counterclaims that are undisputed or have been legally established) as well as prior claims pursuant to §§ 770, 771 BGB.

b. The customer receives the security back within six months after the contractual relationship has ended and the office space has been vacated, insofar as claims by the lock workshop against the customer neither exist nor are to be expected.

c. If the locksmith makes use of the security during the term of the contract, the customer must immediately replenish it up to the agreed amount. If the basic service fee or the sales tax rate changes, the locksmith can request that the customer adjust the security accordingly.

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XVIII. Final Provisions

a. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the court responsible for the seat of the lock workshop.

b. German law applies.

c. Subsidiary agreements, changes, supplements and cancellation of the contract must be agreed in writing. The same applies to promises, approvals, waivers and settlements of all kinds. The written form requirement cannot be waived orally. This regulation does not apply if the customer orders additional services after the conclusion of the contract. Provided that there is a corresponding agreement between the parties, these become part of the contract, in particular without an order confirmation.

i.e. The parties are aware of the legal written form requirements of §§ 550 sentence 1, 578 and §§ 126, 127 BGB. You hereby mutually undertake, at the request of either party at any time, to take all actions and make any declarations necessary to comply with the statutory written form requirement. This applies not only to the conclusion of this contract, but also to any supplementary, amendment and supplementary contracts and annexes to this contract. The parties agree that terminating this Agreement for failure to comply with the written form requirement shall constitute a breach of good faith unless all reasonable efforts have first been made, unsuccessfully, to put the Agreement in writing.

e. The lock workshop reserves the right to change these conditions as long as this is not unreasonable for the customer. This is the case for less important provisions of these conditions, provided that this change does not lead to a transformation of the contractual structure as a whole. The important provisions include, in particular, regulations that relate to the type and scope of the contractually agreed services, the term and the termination of the contract. The customer will be informed of the change in good time.

f. Should one or more provisions of the contract be or become invalid, this shall not affect the validity of the remaining provisions. However, the contracting parties undertake to enter into negotiations with the aim of replacing the ineffective provision with a provision that is equivalent in economic terms or – if this is not possible – approximately equivalent.