Terms and Conditions
1 Scope
1.1
These General Terms and Conditions (hereinafter "GTC") apply to all charly Workspaces services (as defined under Section 2.6) of charly Workspaces GmbH, Urbanstr. 71, 10967 Berlin. charly Workspaces services are targeted exclusively to entrepreneurs within the meaning of Section 2 VAT Tax Act (UStG) as well as Section 14 German Civil Code (BGB) (hereinafter the "User", and when referred to together with charly Workspaces the "Parties"). In this context, charly Workspaces option for VAT, as well as the VAT insurance of the user under the terms of Section 9, shall be expressly pointed out.
1.2
Any deviations from these GTC will only be approved if charly Workspaces has granted its express written consent to them. In particular, the mere failure of charly Workspace to object to the User's general terms and conditions does not mean that it agrees to them. This also applies unconditionally if charly Workspace performs services with knowledge of the User's conflicting or deviating terms and conditions.
1.3
The exact subject and scope of the charly Workspaces services owed as well as the remuneration to be paid by the User are based on the user agreement concluded between charly Workspace and the User (hereinafter the "User Agreement", and when referred to together with the General Terms and Conditions the "Contract Documents").
1.4
Unless they are defined differently in these GTC, the definitions have the same meaning as under the User Agreement.
1.5
For important reasons, and in particular in the event of changes to the legal situation, rulings by the highest court, the services of charly Workspaces GmbH, or market conditions, charly Workspace may notify the User of any change to these GTC, and when it does so it must highlight the essential changes. The updated GTC are deemed to have been approved if the User has not objected to the changes within one month of receiving the notice and charly Workspaces has specifically informed the User of this consequence when the changes are communicated. Changes to the service content that has been agreed with the User require the express consent of the User regardless of the above provisions.
2 Service description
2.1
charly Workspaces business offerings and services consist of (i) the provision of office and workspace (with a proportional desk area at large workbenches where several users may sit, chairs, electricity, and lighting) including Internet access via WiFi ("Internet access") for use to perform typical business functions, whereas the use of Internet access for web hosting, illegal downloads, etc., does not qualify as typical business functions ("workspace"), (ii) the provision of kitchen facilities, seating areas, and bathrooms ("common areas"), (iii) the provision of meeting and conference rooms ("meeting rooms"), as well as (iv) the temporary provision of registered business addresses, (v) the provision of lockers within the scope of the offered charly Workspaces services, and (vi) associated services and office infrastructure.
2.2
To access special services (as defined in Section 2.6), one is required to sign up for a membership (as defined in Section 2.5). Depending on the selected membership and the selected special and simple services usage options are limited to a certain type and/or time of use. Membership plans with a free choice of spaces ("flexible workspaces") cannot guarantee the availability of workplaces at any time.
2.3
Internet access is included in the usage fee for all charly Workspaces services.
2.4
You can review the workspaces currently available, business hours, usage fees, and further details about the services on the charly website (www.becharly.com)
2.5
The following membership plans are offered (hereinafter collectively the "memberships"):
a) "Drop-In memberhsip":
aa) The User may use one (1) workspace that is not already reserved for one (1) business day (Monday–Friday) per calendar month. The access day is calculated from the time of arrival and access to the internet network.
bb) The User only has access to the premises from 08:00am (08:00) to 8:00pm (20:00) using a transponder provided by charly Workspaces.
cc) Drinks, office supplies and breakfast cereals provided by charly Workspace are included. Office supplies, food, and drink may not be taken outside the premises.
dd) The drop-in membership cancellation policy is minimum of one (1) month and may be terminated at any time with the cancellation going into effect at the end of the following month. The right to extraordinary termination remains unaffected.
ee) A one-time registration fee will be charged at the time of registration.
ff) An additional Day Pass can be purchased with this membership, if this member wants to use the space more days than is included in their memberships. With the “Additional Access Day”, a member can use the premises during exclusive hours (08:00-20:00 Monday-Friday, excluding holidays) at a discounted rate.
gg) Incase the membership was purchased with a 6-month or 12-month minimum contract period, a monthly discount will apply on the membership fee. Should the customer cancel their membership before the minimum contract period expires, the customer will be charged the standard membership price without discount. After the minimum contract period expires, the customer will be charged the regular membership price.
b) "Frequent membership":
aa) The User may use one (1) workspace that is not already reserved for up to eight (8) access days (Monday–Sunday) per calendar month. The access day is calculated from the time of arrival and access to the internet network.
bb) The User has unrestricted access to the premises using a transponder provided by charly Workspaces.
cc) The User receives a 50% discount on the use of the meeting rooms.
dd) Drinks, office supplies and breakfast cereals provided by charly Workspaces are included. Office supplies, food, and drink may not be taken outside the premises.
ee) The Frequent membership cancellation policy is a minimum of one (1) month and may be terminated at any time with the cancellation going into effect at the end of the following month. The right to extraordinary termination remains unaffected.
ff) A one-time registration fee will be charged at the time of registration.
gg) An “Additional Day Pass” can be purchased with this membership, if this member wants to use the space more days than is included in their memberships. With the “Additional Access Day”, a member can use the premises during exclusive hours (08:00-20:00 Monday-Friday, excluding holidays) at a discounted rate.
hh) Incase the membership was purchased with a 6-month or 12-month minimum contract period, a monthly discount will apply on the membership fee. Should the customer cancel their membership before the minimum contract period expires, the customer will be charged the standard membership price without discount. After the minimum contract period expires, the customer will be charged the regular membership price.
c) "Regular membership":
aa) The User may use one (1) workspace that is not already reserved.
bb) The User has unrestricted access to the premises using a transponder provided by charly Workspaces.
cc) The use of meeting rooms with seating for <6 persons for up to five (5) hours per month is included in the membership fee. Each additional hour and meeting rooms of larger size is billed at a 50% discount.
dd) Drinks, office supplies and breakfast cereals provided by charly Workspaces are included. Office supplies, food, and drink may not be taken outside the premises.
ee) The Regular membership cancellation policy is minimum of one (1) month and may be terminated at any time with the cancellation going into effect at the end of the following month. The right to extraordinary termination remains unaffected.
ff) A one-time registration fee will be charged at the time of registration.
gg) Incase the membership was purchased with a 6-month or 12-month minimum contract period, a monthly discount will apply on the membership fee. Should the customer cancel their membership before the minimum contract period expires, the customer will be charged the standard membership price without discount. After the minimum contract period expires, the customer will be charged the regular membership price.
2.6
The following additional services are offered (hereinafter collectively the "additional services")
a) "Registered business address":
aa) The registered business address is an additional service that can only be purchased in combination with a membership plan.
bb) charly Workspaces provides the User with a business mailing address. This includes (i) the affixing of the User's name to a mailbox; (ii) the acceptance of mail and parcels on behalf of the User; (iii)the notification of the User within three (3) days of receipt of the mail by charly Workspace via e-mail; but not of the contents of the post; (iv)the weekly forwarding of unopened mail to the User; (v)additional services that may be individually reserved.
cc) During the term of the contract, the User may use the provided address as a business address, including for their company headquarters
dd) charly Workspaces does not guarantee compliance with deadlines of any kind, unless charly Workspace, its legal representatives, or vicarious agents have acted with gross negligence.
ee) The registered business address may be terminated at any time by the end of a month. The right to extraordinary termination remains unaffected.
ff) If the User chooses to add “Scan Service” as a service to his Registered Business Address, the User hereby permits to charly Workspaces to open all letters, regardless of content. All letters, except dialog posts, will be scanned once a week and sent to an email address, provided by The User. The original copy of letters will be destroyed after 30 days unless the User wishes to receive the original copy via postal service to the provided forwarding address.
b) "Day pass":
aa) The User may use one (1) workspace that is made available to them by charly Workspaces during business hours (09:00-18:00 Monday-Friday, excluding holidays).
bb) The User that has purchased a Day Pass may use the charly Workspaces premises during regular business hours (09:00-18:00 Monday-Friday, excluding holidays).
cc) The drinks, office supplies, and breakfast cereals provided by charly Workspaces are included as part of the usage fee.
c) "Resource bookings":
aa) The User may reserve meeting rooms and event spaces for a limited period and in accordance with their availability.
bb) The meeting rooms and event spaces may be accessed during available hours as designated by charly Workspace and only when they have been reserved by the User via the Member’s Portal. Occupying a meeting room of any size without reservation is not permitted.
cc) If the resource booking is canceled by the User, the User will owe
(dd) 25% of the usage fee if the reservation is canceled within three (3) days of the reservation date and
(ee) 100% of the Usage fee if the reservation is canceled within 24 hours of the reservation date.
d) "Locker Rental":
aa) The User may purchase a locker, on a daily or monthly rental basis, depending on availability. charly Workspaces provides the User with a key to the locker, or the User is able to designate a secret pin code to unlock their locker. charly Workspace reserves the right to open the locker with a separate master key, but only if absolutely necessary and only in extreme circumstances.
bb) The usage fee may be paid either per day or per month of usage.
cc) The locker service may be terminated at any time and if purchased on a monthly basis, the cancellation would go into effect at the end of the current month. The right to extraordinary termination remains unaffected.
dd) If the key is lost or the pin code forgotten, the User will be charged a replacement fee at the discretion of charly Workspaces
3 The use of charly Workspaces services by the User
3.1
The User may only use the charly Workspaces services themselves. charly Workspace services may not be sublet and/or transferred to third parties. The User undertakes to take suitable safety precautions so that the charly Workspaces services are not used by unauthorized persons.
3.2
charly Workspaces services may only be used by the User for the purposes specified and described in the User Agreement. Services may not be used for private celebrations. A change in the nature of the User's business requires the express written consent of charly Workspaces. charly Workspace may terminate the contract without notice if this provision is violated.
3.3
The User agrees that they checked the equipment in the workplace and verified its functionality at the beginning of the contractual relationship. The User may only use a particular workspace if the selected membership or special service provides for this.
3.4
Users may have up to two (2) guests per month and must register the visitor with their name and e-mail address via the Member’s Portal. The user is responsible for informing their visitor about the processing of their data. The visiting person can have access to the common spaces in the charly Workspaces during Business hours (09:00-18:00 Monday-Friday, excluding bank holidays). The visitor must be accompanied by the User during their stay and registered at the reception upon usage of the workspace.
3.5
The flexible workspaces must be completely vacated by the User at the end of each day of use.
3.6
The User must treat the premises and the equipment with care. The User must immediately notify charly Workspaces of any damage. The User is liable for all damage beyond contractual wear and tear caused by them, their vicarious agents, or third parties who use the premises or the equipment at the User's invitation.
3.7
The User must refrain from all actions that could damage the premises or equipment or harm the reputation of charly Workspaces. The User must ensure that their workspace remains neat and orderly.
3.8
The User may not connect their own coffee machines, ovens, microwaves, cookers, or similar electrical devices on the premises.
3.9
The User has no right to make structural changes to the facilities
3.10
The User remains responsible for the objects, documents, and data that they bring with them. This applies to both lockable private offices and to common areas. The User must protect the objects that they bring with them, including in particular valuables as well as documents and data, from unauthorized access by third parties. charly Workspaces is not liable for any loss or theft of or damage to these objects, documents, or data, unless this is due to grossly negligent or willful behavior on the part of a legal representative, manager, or other vicarious agent of charly Workspace. Items brought by the User are not insured by charly Workspaces. If necessary, the User will arrange for appropriate insurance themselves to cover the risks of damage to the objects or business interruption.
3.11
The User acknowledges that the premises are neither air-conditioned nor mechanically ventilated. The premises can therefore heat up during the summer, including to beyond a room temperature of 26° C. Such room heating is not a defect. In particular, charly Workspaces does not owe compliance with the German Workplace Ordinance (Arbeitsstättenverordnung), the German Workplace Directive (Arbeitsstättenrichtlinie), or other requirements under labor law or otherwise relating to the business operations of the User.
4 Repairs and structural changes
4.1
Repairs, maintenance, and structural changes that are useful for maintaining and expanding the building or the workspace, for rectifying hazards, or for repairing damage may be carried out by charly Workspaces after a reasonable notice period and in consultation with the users. In the case of imminent danger, no consent by the User needs to be obtained and no notice period must be observed. The User is obliged to keep their workspace accessible at all times and, if necessary, to vacate it immediately. All costs resulting from negligence on the part of the User must be borne by the User (replacement costs or damage caused by delay). If appropriate work is carried out in accordance with Section 4.2 Clause 1, the User may not reduce the usage fee if they can continue to use a workspace.
4.2
The User is aware that the property owner may undertake regular renovation and demolition measures on site. This work may generate considerable noise pollution. This will not constitute a reason to demand a price reduction or termination. A current schedule of work that charly Workspace is planning may be requested at the reception desk at any time. The property owner reserves the right to make changes on short notice.
5 Terms and conditions of access
5.1
The User is granted access to the workspaces and offices corresponding to the according membership, product or service
5.2
By using a special transponder or personalized PIN, users with a corresponding membership may access the premises at any time of the day or night, seven (7) days a week. The transponder or PIN cannot be given to other members, visitors or any other third party. charly Workspace reserves the right to temporarily deactivate the access of the User to the building if (i) unauthorized access by a third party is suspected or (ii) to ensure the safety of the premises and its Users.
5.3
charly Workspace reserves the right to eject users from the premises in the event of destructive, indecent, or otherwise offensive behavior.
5.4
charly Workspaces allows the common area and coworking area to be used for events. If the User needs to be moved for the duration of an event, charly Workspace will provide them with another replacement workspace. charly Workspace is not obliged to provide the User with a replacement space. If tables or seats are moved or repositioned during the event, charly Workspace will provide a replacement workspace. This also means that the User may not file claims for compensation against charly Workspace.
6 Conclusion of contract
6.1
The contract is concluded in writing by e-mail, on-site, or via the online booking platform on the charly Workspaces website (provider: Nexudus Ltd.).
6.2
By concluding the contract,
(i) the User consents to the inclusion of their e-mail address in the newsletter distribution list, whereby the User may unsubscribe from the newsletter at any time, and (ii) the User warrants that the data provided is complete and truthful. The User undertakes to provide immediate notice of any changes to their personal data and (iii) the User consents that photos may be taken and used for marketing and commercial purposes. If the User does not comply with this, the User needs to opt out by writing a mail to workspace@becharly.com
7 User registration
7.1
Before using a workspace for the first time, the User must report to the reception desk during business hours in order to receive instructions from an employee.
7.2
The User may register for the newsletter using the contact form on the website, or by sending an e-mail (workspace@becharly.com), by phone, or in person. The contact form is provided by third-party providers including but not limited to Wix.com, Inc. and Nexudus Ltd. The User will then receive additional information from the office manager at charly Workspaces and from the third-party provider Nexudus Ltd.
7.3
charly Workspaces reserves the right to make a copy of the User's valid photo ID. In the case of foreign identity documents, a copy may also be made.
8 Fees and terms of payment
8.1
All usage fees quoted by charly Workspaces are net prices excluding statutory VAT.
8.2
charly Workspaces will issue a monthly invoice for monthly contracts or memberships on the 1st day of the month. The User shall pay the monthly usage fee at the beginning of every month, and in any case no later than seven (7) days after receipt of invoice. One possible payment method is a credit card payment made via the third-party provider Nexudus Ltd., which will store the User's credit card details. By entering the credit card data, the User agrees to the automatic debit of their credit card in the event of an automatic contract extension.
8.3
charly Workspaces will invoice the costs for additional services that were provided during the past month. Payment for the costs is due within seven days of receipt of the relevant invoice.
8.4
If the User is in default of payment, charly Workspaces
aa) may charge dunning costs in the amount of EUR 5.00 plus default interest in the amount of nine (9) percentage points above the respective base rate in accordance with Section 247 BGB.
bb) has the right to deactivate the usage of internet and building access for all memberships (“Drop In”, “Frequent”, “Regular” and “Resident”) after two (2) invoices that are past due date. The deactivation of access will take effect in the month of the 2nd unpaid invoice.
cc) has the right to discontinue all services for Virtual Offices and the product “Registered Business Address” after two (2) invoices in the User's account are past due date. The cancellation of services will take effect in the month of the 2nd unpaid invoice.
8.5
charly Workspaces will charge a deposit for each leased workspace. This deposit will be refunded after the contract is terminated, provided that the User leaves the workspace or private office in a proper condition.
8.6
charly Workspaces reserves the right to charge EUR 10.00 net for lost keys/transponders.
8.7
Issued invoice amounts are due within 7 days of receipt of the invoice by the User.
9 Input tax deduction entitlement of the user
9.1
According to Section 9 German VAT Tax Act (UStG), charly Workspaces has waived its VАТ tax exemption in accordance with Section 4 No. 12 a) UStG and opted to pay VAT. The User is advised that the VAT option (i.e., the decision to waive the VAT exemption) chosen by charly Workspaces is only permissible under the conditions specified in Section 9 UStG, i.e. the User must be an entrepreneur within the meaning of Section 2 UStG, without being a small business owner within the meaning of Section 19 UStG, and the User is obliged to only record sales that do not exclude the VAT deduction.
9.2
The User states that they are an entrepreneur within the meaning of Section 2 UStG, without being a small business owner within the meaning of Section 19 UStG, that the subject of the contract will be assigned to their company that is liable to pay VAT and that he will only generate sales that do not exclude input tax deduct.
9.3
At charly Workspaces’ request, the User must immediately provide all documents relating to their company that charly Workspaces needs in order to prove compliance with the requirements of the VAT option in accordance with Section 9 UStG. If circumstances arise or become known to the User or any sub-tenant or any other user, or if they are discovered by the tax authorities as part of a tax audit or VAT review or other procedure, which may affect the admissibility of charly Workspaces’ VAT option, the User is obliged to notify charly Workspaces immediately of these circumstances. In this case, charly Workspaces has the right to extraordinary termination of the User Agreement.
9.4
The provisions governing the VAT option must also be approved by each sub-tenant of the user or his sub-tenants as a genuine contract in favor of third parties for the benefit of charly Workspaces. To sublet, the User must conclude a separate agreement with charly Workspaces in written form.
10 Warranty for material and legal defect
10.1
charly Workspaces warrants that the charly Workspaces services, when used in accordance with the contract, comply with the agreed scope of services and are not subject to material or legal defects (hereinafter "defects") that impair their suitability for the contractually agreed use more than insignificantly. Insignificant deviations from the service description made with the User under the User Agreement are not considered defects.
10.2
The User must immediately notify charly Workspaces of any defects that they discover. charly Workspaces will correct any defects that have occurred and are properly reported within a reasonable period of time. The User grants charly Workspaces a period of four (4) weeks to remedy significant defects. Before this period has expired, extraordinary termination in accordance with Section 15.3 or Section 543 (2) Clause 1 No. 1 BGB is excluded for failure to grant the contractual use.
10.3
charly Workspaces assumes no liability for the infringement of third party property rights in connection with the User's work or the transmission of data and data carriers by the User. The User undertakes to refrain from all violations of the competition law, copyright law, trademark law, data law, or any other legal violations, regardless of whether against the rights of charly Workspaces or third parties when using the charly Workspaces services, and in particular when accessing the Internet. If charly Workspaces becomes aware of such legal violations, charly Workspaces may terminate the contractual relationship for cause. In the event of a legal violation, the User will indemnify charly Workspace from any third party claims. The User shall reimburse charly Workspace for legal prosecution costs in the amount of legal attorney's fees in the event that third parties file suit against charly Workspaces due to a legal infringement.
11 Liability
11.1
Strict liability in accordance with Section 536 a (1) BGB for defects already existing at the time of the conclusion of the contract is excluded, unless the defect concerns a quality of the charly Workspaces services that was warranted to the User.
11.2
charly Workspaces is liable for damages in the event of (i) intent or gross negligence on the part of charly Workspaces or its legal representatives or vicarious agents, (ii) negligent breach of such contractual obligations that are essential to the proper execution of the contract in the first place and whose compliance the contractual partner may regularly rely on (so-called "material obligations") by charly Workspaces or its legal representatives or vicarious agents, but in any case such liability will be limited to typical damage that was foreseeable at the time of the conclusion of the User Agreement, or (iii) negligence on the part of charly Workspaces or its legal representatives or vicarious agents, which results in death, bodily injury, or impairment to health, (iv) or any compelling statutory liability of charly Workspaces.
11.3
Any contributory negligence on the part of the User must be taken into account.
11.4
This liability provision is final. It applies with regard to all claims for damages, regardless of their legal basis, and in particular with regard to pre-contractual or secondary contractual claims. It also applies in favor of the legal representatives and vicarious agents of charly Workspaces if claims are asserted directly against them.
11.5
The User must immediately notify charly Workspaces in writing of any damage within the meaning of the above liability provisions or report it to charly Workspaces so that it may record such damage. Therefore, charly Workspaces will be informed as soon as possible so that the damage can be minimized together with the User.
12 Statue of limitations
12.1
Claims of the User based on the breach of an obligation that is not based on a defect will become statute-barred within one year of the filing of the claim unless there is intent or gross negligence. This provision does not apply if the damage suffered by the User entails personal injury. Claims for personal injury become statute-barred after the expiration of the statutory limitation period.
12.2
The User's claims to withdraw or reduction in price will be voided if the User's claim to performance or right to supplementary performance has expired.
13 Data protection
13.1
The Parties shall observe the relevant data protection regulations.
13.2
The User hereby consents that their personal data necessary for the performance of the contract may be stored on data carriers and on the server of the third-party providers Wix.com, Inc. and Nexudus Ltd. The User also hereby consents to the transmission of their personal data to a credit reporting bureau insofar as this is required to complete a credit check. All data will be treated confidentially by charly Workspaces and authorized third parties.
13.3
The User has the right to revoke their consent at any time with future effect. In this case, charly Workspaces undertakes to delete the User's personal data immediately, provided this is of no further relevance for the execution of the contract and is technically possible.
13.4
Non-encrypted content may be filtered through the firewall if charly Workspaces believes that the content or the origin of the content is likely to impair the security and performance of charly Workspaces’ IT systems or its users.
13.5
With regard to the collection of data when visiting the website, please refer to the data protection declaration published on the website.
13.6
The public areas of the premises at charly Workspaces are monitored by video cameras. The recordings are kept for 7 days, and if they are no longer required for security reasons, the recordings are deleted after this period. The charly Workspaces lock system registers which key or which door was opened by which app user and when. This data will also be deleted after 30 days if it is no longer needed. The data logging is only conducted for security reasons.
14 Rights of offset, retention and price reduction
14.1
The User only has the right to offset, price reduction, and/or retention against charly Workspaces if their counterclaims have been legally established, are undisputed or have been recognized by charly Workspaces.
14.2
The User may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
14.3
The right of the User to reclaim any compensation that is actually not owed remains unaffected by the restriction of Section 13.1.
15 Contract period and termination
15.1
The contract period is based on the provisions of the User Agreement. The charly Workspaces services reserved under the User Agreement are automatically extended by one (1) additional month after the contract period has expired unless they are terminated in accordance with the specified notice period before the contract period expires.
15.2
The period for ordinary termination ("notice period") depends on the charly Workspaces services reserved under the User Agreement in accordance with Sections 2.5 and 2.6.
15.3
The right to extraordinary termination of this User Agreement for cause remains unaffected. charly Workspace shall have cause if:
a) The User seriously violates their contractual obligations, and charly Workspace can therefore no longer be expected to adhere to the contract;
b) The User falls behind by more than two (2) months on payment of usage fees or other owed payments even after the expiry of a reasonable payment relief deadline set by charly Workspaces;
c) The User applies for bankruptcy or such proceedings are opened or rejected with regard to all or part of their assets;
d) The User qualifies for bankruptcy within the meaning of Sections 17–19 German Bankruptcy Ordinance (InsO);
e) the main lease between Charly Workspaces GmbH and GSG Gewerbehöfe 5. Berlin GmbH & Ko KG ends.
15.4
Any notice of termination must be made in writing, where notice by e-mail is also considered to be sufficient.
15.5
If the User does not return the workspace on time, they remain liable to charly Workspaces for all damage caused by the delayed return, even if this exceeds the amount of the compensation for the loss of use.
16 Final provisions
16.1
Any changes or additions to or cancellation of the User Agreement or other Contract Documents must be made in writing in order to be valid, unless elsewhere expressly provided or a more stringent form is legally prescribed. This also applies to any changes to or cancellation of this written form clause itself.
16.2
The general terms and conditions of the User do not apply.
16.3
The following terms and conditions provide the contractual basis of the User Agreement in the event of contradictions in descending order of priority:
a) The terms and conditions of the User Agreement;
b) The GTC.
16.4
Should individual provisions of the User Agreement or other Contract Documents be or become wholly or partially invalid or unenforceable or do not contain any provision that is necessary per se, this will not affect the validity of the remaining provisions. A legally permissible provision will be subsequently approved and substituted in place of the invalid or unenforceable provision or be used to fill the loophole. This new provision must correspond as far as possible to what the Parties originally intended or would have agreed to in accordance with their original meaning and purpose if they had been aware that the respective provision was invalid or unenforceable or that there was a loophole. This provision also applies if the invalidity or impracticability is based on a prescribed measure of performance or time. In this case, a legally permissible measure of performance or time that comes as close as possible to what was intended will take the place of what was originally agreed to.
16.5
None of the provisions of the User Agreement or other Contract Documents constitute rights in favor of third parties who are not a party to this contract.
16.6
The User Agreement and the other Contract Documents are subject to the law of the Federal Republic of Germany to the exclusion of the German principles of conflict of laws and the UN sales law.
16.7
The Berlin Regional Court shall have exclusive jurisdiction over all disputes arising from or in connection with the User Agreement and/or other Contract Documents, including the validity of the contract, as far as legally permissible.
d) "Resident Membership":
aa) The User may use one (1) workspace that is exclusively reserved for them during the term of their Resident membership.
bb) The User has unrestricted access to the premises using a transponder provided by charly Workspaces.
cc) The use of meeting rooms with seating for <6 persons for up to five (5) hours per month is included in the membership fee. Each additional hour and meeting rooms of larger size is billed at a 50% discount.
dd) The resident membership cancellation policy is minimum of one (1) month and may be terminated at any time with the cancellation going into effect at the end of the following month. The right to extraordinary termination remains unaffected.
ee) Drinks, office supplies and breakfast cereals provided by charly Workspaces are included. Office supplies, food, and drink may not be taken outside the premises.
ff) The User must provide charly Workspace with a deposit that will be reimbursed when the resident desk contract is terminated, provided that the workspace has not been damaged by the User.
gg) A one-time registration fee will be charged at the time of registration.
hh) Incase the membership was purchased with a 6-month or 12-month minimum contract period, a monthly discount will apply on the membership fee. Should the customer cancel their membership before the minimum contract period expires, the customer will be charged the standard membership price without discount. After the minimum contract period expires, the customer will be charged the regular membership price.
e) "Private office":
aa) The User is assigned to one (1) exclusively designated, lockable office ("office") as according to the separately agreed Private Office rental agreement between the User and charly Workspaces.
bb) The reservation of meeting rooms with seating for 6 people or less – depending on availability – is included in the Private Office Team Membership which every member of the Team will be allocated to. Meeting rooms of larger size are billed at a 50% discount.
cc) The private office includes one (1) registered business address per office.
dd) The private office may be terminated with a notice period of two (2) months and may be terminated at any time. The cancellation would go into effect at the end of the month at a minimum of two (2) months later. The right to extraordinary termination remains unaffected.
ee) The User must provide charly Workspaces with a deposit in the amount of one month’s rental amount, which will be refunded when the private office service is terminated, provided that the workspace and office have not been damaged by the User. The User must return the office and its inventory in the condition that it was received.
ff) Incase the office was purchased with a 6-month or 12-month minimum contract period, a monthly discount will apply on the rental fee. Should the customer cancel their office before the minimum contract period expires, the customer will be charged the standard office rent without discount. After the minimum contract period expires, the customer will be charged the regular office rent.
f) "Private Office Team Membership":
aa) This membership can be booked exclusively by members of a team renting a private office.
bb) The User has unrestricted access to the premises using a transponder provided by charly Workspaces.
cc) The usage of meeting rooms is defined under section 2.5 bb).
dd) Drinks, office supplies, and breakfast cereals provided by charly Workspaces are included. Office supplies, food, and drink may not be taken outside the premises.
ee) The PO Team Membership may be terminated at any time with the cancellation going into effect at the end of the current month.
ff) A one-time registration fee will be charged to the team account at the time of registration.
g) "Managed Office":
aa) The details of the managed office memberships are to be contracted directly between the company representative and charly Workspace and agreed upon in a User Agreement signed by both parties.
bb) charly Workspace provides the User with a separated, fully furnished office that is managed by charly Workspaces.
cc) charly Workspaces will provide drinks, office supplies, fruit baskets, and breakfast cereals.
dd) The User receives their own kitchen as well as private meeting room(s), as according to the separately arranged User Agreement that has been agreed upon by both parties.
ee) The managed office includes one (1) registered business address per office.
ff) The usage fee is agreed individually and specified in the User Agreement.
gg) The managed corporate office may be terminated with a notice period of three (3) months of the end of the termination month. The right to extraordinary termination remains unaffected.
hh) The User must provide charly Workspaces with a deposit that will be refunded when the private office service is terminated, provided that the workspace and office have not been damaged by the User.
h) "Managed Office Team Membership":
aa) This membership can be booked exclusively by members of a team renting a managed office.
bb) The User has unrestricted access to the premises using a transponder provided by charly Workspaces.
cc) The reservation of meeting rooms with seating for 6 people or less – depending on availability – is included in the Managed Office Team Membership which every member of the Team will be allocated to. Meeting rooms of larger sizes are billed at a 50% discount.
dd) Drinks, office supplies, fruit baskets, and breakfast cereals provided by charly Workspaces are included. Office supplies, food, and drink may not be taken outside the premises.
ee) The Managed Office Team Membership may be terminated at any time with the cancellation going into effect at the end of the current month.
ff) A one-time registration fee will be charged to the team account at the time of registration.
e) "Monitor rental":
aa) The User may purchase a Monitor, on a daily or monthly rental basis, depending on availability. charly Workspaces provides the User with a pin code to a locker, which unlocks the Monitor, at which point the User can continue to use that Locker until the duration of their rental purchase.
bb) The usage fee may be paid either per day or per month of usage.
cc) The monitor service may be terminated at any time and if purchased on a monthly basis, the cancellation would go into effect at the end of the current month. The right to extraordinary termination remains unaffected.
dd) If the User culpably damages the monitor, charly Workspaces reserves the right to charge the User a reasonable fee for the replacement of the monitor.
f) "Gym Partnership":
aa) The User may purchase a Gym Membership, on a monthly usage basis, at the American Fitness Gym located next door to charly Workspaces.
bb) The usage fee is added to the User’s invoices every month of usage.
cc) The Gym service begins on the 1st of the month and may be terminated before the 25th of the current month with the cancellation going into effect at the end of the current month.
g) "Day Pass Bundles":
The following passage applies to any number of Day Pass Bundles available.
aa) The User is entitled to one (1) workspace in an area that has been designated by the charly workspace team.
bb) Each day passes in a bundle purchased by a User entitles only that User to internet and building access for one (1) weekday, during designated business hours after which time, the User must vacate the premises.
cc) The drinks, office supplies, and breakfast cereals provided by charly Workspaces are included as part of the usage fee.
dd) The day passes purchased as part of a bundle are valid for 3 months from the date of purchase. If one or more day passes in the bundle have not been used by the User, charly Workspaces will not provide a refund or exchange.
aa) Any member of charly Workspace but also external customers or partners may refer (Referrer) an individual person or company (Referee) to sign-up with a recurring membership or product at charly Workspace.
bb) The program includes new sign-ups for any type of membership (excl. PO Team Membership), Private Offices, Managed Offices, or subleases. The program is only available to new customers who have not had a previous contract with charly Workspace.
cc) The Referrer must be stated clearly to charly Workspace before the first visit of the Referee.
dd) The amount the Referrer will receive is based on the contract duration of the new sign-up, limited to a maximum amount of 150% of the first month’s net amount.
(i) The Referrer will receive an amount of 50% of the first month's payment obligation of the Referee for a contract duration of up to 12 months. (ii) The Referrer will receive an amount of 100% of the first month's payment obligation of the Referee for a contract duration of at least 12 months. (iii) The Referrer will receive an amount of 150% of the first month's payment obligation of the Refereer for a contract duration of at least 18 months. The Referrer is only eligible for one of the aforementioned referral bonuses per referral.
ee) The Referee must be able to invoice charly Workspace, as the Referral Reward will be paid out by bank transfer. The payout will be transferred after the receipt of the Referee's first complete monthly payment to charly Workspaces.
2.7 "Referral Program"