PriOffice – Service-Specific Terms

Article 1. Applicability and scope

1.1 Applicability

• These PriOffice - Service-Specific Terms and Conditions (hereinafter: "PriOffice Terms and Conditions") apply to the office, workplace and related services that PriOffice B.V. (hereinafter: "PriOffice"), having its registered office and principal place of business at Laan van Waalhaven 139a, 2497GK The Hague, registered with the Chamber of Commerce under number 74869116, offers to business customers (Members).

1.2 Reach

• These PriOffice Terms and Conditions apply in addition to the PriServices Terms and Conditions. In the event of a conflict between the two sets of terms and conditions, these PriOffice Terms and Conditions shall prevail for the PriOffice service.
• All intellectual property rights relating to the PriPortal, the website(s) and related software are subject to the provisions of article 12 of the PriServices – General Terms and Conditions, which are an inseparable part of these Service-Specific Terms.

1.3 Structure

• PriOffice B.V. is an independent company under PriServices B.V.. The financial administration (including depot management, invoicing, collection) can be carried out by PriServices B.V. on behalf of PriOffice.

Article 2. Subscription and rental agreement

2.1 Subscription

1. By entering into an agreement with PriOffice, the Customer becomes a "Member" of PriOffice. This subscription includes the right to use a workplace or office location (on a flexible basis), in accordance with the conditions and facilities as stated on the PriOffice website or in the agreement.
2. The subscription is intended for business customers (B2B) only. PriOffice does not provide services to consumers.

2.2 Rental agreement

1. If desired, the Client can download or sign a separate rental agreement free of charge, confirming that a (flexible) workplace or office space is available.
2. This can serve as evidence before the trade register (Chamber of Commerce) or other authorities, demonstrating that the Customer can actually use the PriOffice location for business purposes.

2.3 AML/KYC Check

1. For compliance with laws and regulations (including anti-money laundering legislation), PriOffice is required to perform a KYC (ID check) check. If the Client does not cooperate with this check, or does not cooperate sufficiently or in a timely manner, PriOffice may refuse the service, suspend it or put the account on standby.
2. During the period that the account is (partly) on standby, the subscription costs will continue, unless PriOffice indicates otherwise in writing. It is the Client's responsibility to complete the KYC procedure promptly.

2.4 Link with PriPost (and no parcel receipt)

1. For mail processing, a subscription with PriPost is mandatory. PriOffice itself does not process mail and does not allow Customers to physically collect mail at the PriOffice location.
2. Also, the location is not intended for receiving packages. The Customer can enter into a separate agreement with PriParcel for this purpose and use a PriParcel location.

Article 3. Term, termination and penalty clause

3.1 Duration and notice period

1. In principle, the PriOffice service is entered into for an indefinite period of time, unless a specific term is stated in a quotation or written agreement.
2. The method of termination and the notice period follow from the PriServices – General Terms and Conditions, article 6, unless otherwise agreed in writing.

3.2 Consequences upon termination of subscription: unauthorized use of address, unchanged address of the trade register

1. Unauthorized use of address (general)

• After termination or dissolution of the agreement with PriOffice (hereinafter: "termination date"), the Customer must no longer use the PriOffice address, for example at the trade register (KvK), on websites or printed matter.
• If the Customer continues to use the PriOffice address after termination, PriOffice is entitled to charge a penalty in the amount of: the applicable monthly subscription rate, plus €15 administration costs per month that the address is used unlawfully.
• This penalty does not affect PriOffice's right to additional compensation in the event of further damage or unlawful use.

Obligation to deregister the trade register

• The Client is obliged to no longer enter the PriOffice address in the Commercial Register once the subscription with PriOffice has ended. The Customer must change the registered address at the Trade Register no later than the date of termination.
• If Customer fails to do so and remains effectively registered at the PriOffice address or continues to use that address on a website or other communication, PriOffice may be required by law to:
• To request the Chamber of Commerce to investigate the current business address of the Client;
• Inform the Tax and Customs Administration about the actual termination of the PriOffice address;
• If necessary, to make a report in the context of the AML (Money Laundering and Terrorist Financing (Prevention) Act).

Measures in case of unchanged address

• PriOffice may request PriPost to return any mail from the Trade Register and/or the Tax and Customs Administration to the sender and to place the Customer's Postbox (if any) on STANDBY.
• PriOffice has the right to revoke the termination if it appears that the Customer is actually still registered at the PriOffice address in the commercial register and does not cooperate with deregistration or demonstrably uses the address in some other way. In that case, the Agreement is deemed never to have ended and the Client will continue to owe the usual subscription costs and any penalties.

Administration costs when you deregister yourself by PriOffice

• If, due to the Client's negligence, PriOffice has to have the address deregistered from the trade register itself and has to conduct additional correspondence with authorities (such as the Tax and Customs Administration or an AML notification), PriOffice is entitled to charge at least €65 for administration costs.
• These costs cover the time and effort that PriOffice makes to meet its legal obligations.
• If the Customer does not pay these administration costs within the specified period, PriOffice may settle outstanding amounts or take other measures in accordance with the PriServices – General Terms and Conditions.

Reimbursement of administration costs in case of reactivation

• If the Customer revokes the Agreement and reactivates the account within three (3) months of the cancellation date (in accordance with article 3.3 on withdrawal), PriOffice may decide to credit the previously paid administration costs in whole or in part, provided that the trade register registration has been corrected in time and no additional actions are required.
• This provision is at the discretion of PriOffice and does not give Customer an enforceable right to a refund.

3.3 Termination and revocation in the event of non-payment

1. Termination due to default
   If the Customer structurally or repeatedly fails to pay (subscription) costs or other amounts due, PriOffice is entitled to terminate or dissolve the Agreement. The Customer immediately loses the right to use the PriOffice location and the PriOffice address. If the Customer does use the facilities or address after termination, the Customer will owe a penalty or additional costs in accordance with the provisions of these PriOffice Terms and Conditions or in the PriServices – General Terms and Conditions.
2. Withdrawal within 3 months
   Regardless of the formal termination due to non-payment, PriOffice reserves the right to revoke the termination within three (3) months after such termination, if the Client still pays all outstanding amounts (including any fines and costs). This revocation is a discretionary power: the Customer may not require PriOffice to revoke the termination.
3. Effect of revocation
   If PriOffice revokes the termination, the Agreement will be deemed never to have been terminated. The Customer shall be liable for the usual subscription fees from the date of withdrawal (or, at PriOffice's option, from the original termination date). Any fines or costs for unauthorized use remain in full force.
4. Final end
   If the Client does not pay within three (3) months, or PriOffice decides not to make use of its right of withdrawal, the termination will remain in full force and the Agreement will be definitively terminated.

Article 4. Use of the location and facilities

4.1 Access and workplaces

1. Customers can access the PriOffice location during regular business hours, as stated on the website or in the agreement.
2. The Client may use a workplace or (if agreed) a fixed office space. Without a reservation or outside opening hours, PriOffice may refuse or restrict access.

4.2 Rules of conduct and house rules

1. The Customer must comply with the house rules of PriOffice regarding order, cleanliness, safety and the prevention of nuisance.
2. PriOffice may deny access to the Customer or its visitors in the event of serious violations of the house rules. Damage caused by the Client at the expense of the Client. The PriOffice house rules form part of these terms and conditions and can be viewed via the following link: https://www.legaldocs.center/priservices/t01-en-office-houserules.html

4.3 Reservations and cancellations

1. Reservations - Reservations are made in a manner to be determined (e.g. e-mail, telephone, portal) and are valid after confirmation by PriOffice.
2. Cancellation of the reservation by the Customer - In the event of cancellation by the Customer, the following cancellation rate applies on the "reservation value":
   a) > 1 month before the reservation date: 0%
   b) 1 month – 14 days: 25%
   c) 14 – 7 days: 50%
   d) <7 days: 100%
   
3. Cancellation of the reservation by PriOffice - If PriOffice cancels a reservation, PriOffice will refund any amount already paid in full. If no payment has yet been made by the Customer, PriOffice does not owe any restitution.

Article 5 – Means of access and key management

5.1 Electronic locks and access

1. PriOffice locations are equipped with electronic locks or other means of access (e.g. an app or PIN code). The Customer must, if applicable, install this app on his/her smartphone or otherwise use the means of access provided.
2. If PriOffice provides physical keys, key tags or PIN codes instead of or in addition to the app, the Customer is obliged to keep them carefully and to use them exclusively himself. It is not permitted to copy these resources or provide them to third parties without the express written permission of PriOffice.

5.2 No unauthorized access

1. The Customer may not give third parties independent access to the PriOffice location, unless the Customer is present and the location manager/administration has been informed of this in advance.
2. The Client shall always be responsible for the conduct and any damage caused by persons entering the site at the invitation of the Client or with his means of access.

5.3 Loss, theft or suspicion of misuse

1. In the event of loss of a means of access (physical or electronic), theft or any suspicion of misuse, the Customer must inform PriOffice immediately (e.g. by e-mail/telephone).
2. In this case, PriOffice may block and/or replace the means of access (e.g. PIN code), and the Customer is obliged to follow all reasonable instructions given by PriOffice.

5.4 Costs and liability

1. If PriOffice issues a new means of access or (locker) key at its own discretion due to loss, theft or misuse, PriOffice may charge the Customer for the associated costs.
2. The Customer is liable for all damage (direct or indirect) resulting from misuse or unauthorized use of access or key equipment, unless the Customer can demonstrate that he/she has taken all necessary measures to prevent such misuse.

5.5 Penalties for violation

1. In the event of repeated or serious violations of this article (e.g. by structurally providing access to third parties without permission), PriOffice may terminate the Agreement in accordance with the provisions of these Service-Specific Terms.
2. PriOffice can recover any damage or additional costs that PriOffice suffers as a result from the Customer, without prejudice to the right to compensation for consequential damage in the event of intentional misuse.

Article 6. Security deposit

6.1 Amount of deposit

1. PriOffice asks for a deposit when entering into the subscription and/or a rental agreement. The amount depends on the chosen subscription form (e.g. flexible workplaces, permanent office space).
2. The exact deposit is stated in the agreement or in the PriPortal.

6.2 Management and Refund

1. The deposit is managed by PriServices B.V. and is visible to the Customer in the online portal.
2. After termination of the subscription and when all invoices have been paid, the deposit will be refunded to the Customer's Deposit. PriOffice/PriServices has the right to recover outstanding claims and any damage from the deposit first.

Article 7. Rates and payments

7.1 Subscription and rental rates

1. The monthly rates for the subscription, and any permanent office space, can be found on the PriOffice website or in the PriPortal.
2. Any additional costs (such as meeting room, additional facilities) will be listed separately.

7.2 Deposit and invoicing

1. All payments (subscription, rental, additional services) are made via the Depot managed by PriServices or on an invoice basis, as described in the PriServices – General Terms and Conditions.
2. In case of late payment, PriOffice (via PriServices) is entitled to deny access to the location and/or to suspend the subscription.

7.3 Rate changes

1. PriOffice can periodically adjust subscription and rental rates. The Customer will be informed at least one calendar month in advance. In the event of refusal of the new rates, the Client may terminate as of the date on which the change takes effect.

Article 8. Liability and indemnification

8.1 Business Use

1. PriOffice provides services exclusively to business customers (Members). Provisions of consumer law do not apply. The Client guarantees that he/she uses the service for business or professional purposes.
2. The general limitations of liability (as described in the PriServices – Terms and Conditions) apply in full.

8.2 Damage and insurance

1. The Client is responsible for insuring his own property (laptop, equipment, etc.). PriOffice is not liable for theft, loss or damage thereof, unless there is intent or gross negligence on the part of PriOffice.
2. If the Customer causes damage to PriOffice's property or inventory, the repair costs will be borne by the Customer.

8.3 Indemnification

1. Customer indemnifies PriOffice and PriServices against all third-party claims resulting from unlawful or improper use of the PriOffice location (e.g., fraud, illegal activity).

Article 9. Miscellaneous

9.1 Laws and regulations

1. The Client is responsible for compliance with all legal obligations, including correct trade register registration, tax obligations and municipal regulations.

9.2 Service Changes

1. PriOffice may modify or partially discontinue the content of the Office and Subscription Services for business, legal, or operational reasons. The Customer will be informed of this at least one calendar month in advance, unless urgent reasons justify a shorter period.
2. If the change causes a substantial disadvantage to the Customer, the Customer may terminate the agreement with effect from the date on which the change takes effect.

9.3 Choice of Law and Forum

1. These PriOffice Terms and Conditions are governed by Dutch law. Disputes are submitted to the competent court in The Hague, as stipulated in the PriServices – General Terms and Conditions.

9.4 Modification and version

1. These Service-Specific Terms were last modified on the date listed below and published on the PriOffice website.
2. The most recently published version, as in force at the time of entering into the Agreement, shall always apply.
3. In the event of any conflict or discrepancy between the Dutch version of these terms and conditions and the translations into other languages, the Dutch version shall prevail.