Stand: July, 2020
General Terms and Conditions for Factory Berlin Members
The provider of the services described in these general Terms and Conditions (“T&Cs”) is Factory Works GmbH, Rheinsberger Str. 76/77, 10115 Berlin (“Factory Berlin”). Factory Berlin is an innovation and business club designed to promote the networking of innovative people and businesses in the community. To this end, Factory Berlin concludes contracts with selected individuals and companies (“Members” or “Partners”) that provide Members with access to a global network (“Factory Berlin Community”) as well as to two areas including selected spaces at Rheinsberger Str. 76/77, 10115 Berlin (“Factory Berlin Campus Mitte”) and at Lohmühlenstraße 65, 12435 Berlin (“Factory Berlin Campus Görlitzer Park”). Unless otherwise agreed in individual contracts, the provisions of these T&Cs apply exclusively. Any terms and conditions of the Member or Partner do not apply, unless Factory Berlin has explicitly accepted the respective terms and conditions in writing.
- Factory Berlin and its Members hereby agree on the conditions set out in these Terms and Conditions (“Membership Agreement”). As a result of this Membership Agreement, Members will have access to the Factory Berlin Community as well as the opportunity to seek further benefits from Factory Berlin or third parties by entering into separate agreements or purchasing bookings. In return the Member shall pay a Membership Fee.
- There are four (4) different types of Membership Packages for individuals: These are “Native”, “Nomad”, „Hold“ and “Student” (“Membership Packages”). The services that the Member is entitled to and the corresponding Membership Fee depends on Membership Package that is chosen and activated by the Member.
- Legal entities (“Companies”) may acquire club memberships for selected persons („Factory Berlin Startup Membership“ and/or „Factory Berlin Corporate Membership“). Startups can, besides that, apply for an „Out Of Town“ Membership.
- A Member can request to change their Membership Package at any time. The request to change the Membership Package must be submitted via the self-service digital Factory Berlin Platform by no later than 12:00 pm on the last day of the month. If the request is valid and permitted in accordance with Factory Berlin’s Membership Guidelines, the new Membership Package will be valid from the first day of the following month.
- An upgrade to the next higher category of Membership Packages can be requested at any time and will become effective on the first day of the following month, even during the initial, three (3) month minimum term (“Minimum Term”, more on this under “VI. Term”). An upgrade is also possible if the Member has already performed a downgrade.
- A downgrade to one of the limited-offering Membership Packages may be requested during the Minimum Term, but will only become effective after the Minimum Term has expired. Thereafter, a Member may downgrade their Membership Package in accordance with the ‘Downgrade Rule’ stated in the Membership Guidelines (which Factory Berlin reserves the right to change or amend with notice to the Member), which states that a Member must have been on the higher package for at least three (3) consecutive months. If a Member has not been on the higher package for the three (3) months preceding the desired downgrade, that Member will not be permitted to downgrade at that time. If a Member downgrades the Membership to a Hold Membership, it shall be valid for an indefinite period of time, until the Member actively requests to upgrade their Membership to another package.
- A Member may request to change their Native, Nomad or Hold Membership to a Student Membership at any time in accordance with the eligibility and proof-of-documentation requirements stated in Factory Berlin’s Student Application Guidelines (which Factory Berlin reserves the right to change or amend with notice to the Member).
- The following table shows which services and costs are included in each of the Membership Packages:
2. More specifically, the services listed in the above table as “Limited” in relation to the Nomad and Out Of Town Membership are as follows:
- Campus Access: Nomad- and Out of Town Members are entitled to four (4) calendar days of onsite access per month. Nomad- and Out of Town Members may access either location, and are entitled to access both locations in one (1) day (this will count as one (1) access only, as it is one (1) calendar day). The four (4) days are cumulative, meaning that any unused days will carry forward to the next month up to a total of forty-eight (48) visits per year. However, the cumulative count will reset to zero (0) when the following occurs: after the Nomad- or Out of Town Member has completed their 12th consecutive month as a Nomad- or Out of Town Member; or when the Nomad- or Out of Town Member downgrades to a Hold Membership.
- Meeting Rooms: Nomad- and Out of Town Members are welcome to access Meeting Rooms (for up to two (2) hours in a day), which will be counted as onsite access.
- Event Access: Nomad- and Out Of Town Members are welcome to attend Member-Only Events, which will be counted as onsite access. Public events are excluded from this count, and Nomad- and Out Of Town Members are welcome to attend as many public events as they would like to in addition to their access allowance.
- Perks: Nomad- and Out Of Town Members are welcome to access the Factory Berlin perks and discounts. However, in the instance of limited offerings or tickets, Native Members will have priority access.
3. If additional services are provided by third parties to the Members, the provider and contract partner of these services is exclusively such a third party. This also applies if the booking and / or billing of the additional service takes place via Factory Berlin. Factory Berlin shall not be liable to the Member for breaches of duty or other damage-causing actions of the third party, unless it is Factory Berlin’s own negligence. If the latter is the case, the provisions on limitation of liability apply in accordance with these T&Cs.
V. Fees & Payment
- Members are required to pay a monthly fee and its amount depends on the chosen rate (“Membership Fee”). For the “Native” Membership the Membership Fee is currently 119,00 Euros gross per month, for the “Student” 30,00 Euros gross, for the “Nomad” 50,00 Euros gross, and for the “Hold” 24,99 Euros gross, including the statutory VAT of currently 19%. Members who have received a free membership from Factory Berlin are exempted from paying any membership fees.
- A reduction or cancellation of the membership fee is excluded if Factory Berlin temporarily closes the Factory Berlin Campus in whole or in part for the purpose of maintenance and repair work or other events for which Factory Berlin is not responsible, after prior notice, and this results in adverse effects, especially noise pollution. In this respect, reference is made to the Factory Berlin Codex.
- The monthly Membership Fee is due in advance on the first of each month for the respective calendar month. The „Nomad“- and „Out of Town“ membership is payable in full regardless of the entry date. In case the „Native“ oder „Student“ Membership does not start on the 1st of the respective calendar month, the Membership Fee for that calendar month will be calculated pro rata by the number of days and will be due on the day on which the contract is concluded. All other fees (for additional services) are due immediately upon purchase order.
- The Member may pay their Membership Fee by credit card or SEPA direct debit. Payments will be processed in collaboration with Stripe Inc. – an international cashless payment provider whose terms and conditions apply accordingly. The Member shall immediately notify Factory Berlin of changes affecting their means of payment. Cash payments are excluded.
- By providing the IBAN and confirming this payment, the Member is authorizing Factory Berlin and Stripe to send instructions to the Member’s bank to debit their account and the bank to debit the account in accordance with those instructions. The Member is entitled to a refund from their bank under the terms and conditions of the agreement with their bank. A refund must be claimed within eight (8) weeks starting from the date on which the account was debited.
- The Member is obligated to ensure that sufficient funds are available in their account for the successful debit of the Membership Fee. Costs incurred as a result of non-payment or reversal of the direct debit are at the expense of the Member, as long as the non-redemption or the chargeback was not caused by Factory Berlin.
VI. Term & Termination
- The Membership starts on the day on which the Member’s application is confirmed by Factory Berlin. The contract is concluded for an indefinite period, but at least for three (3) full calendar months (“Minimum Term”). For clarification: if the start of the Membership is during the current month, the minimum term may be correspondingly longer. If, for example, the Membership begins on September 10, 2019, the minimum term of at least three (3) full calendar months ends on December 31, 2019, so that the first termination notice can be given at the latest on November 30, 2019 and will become effective as of December 31, 2019.
- After the conclusion of the Minimum Term, the Membership can be terminated by any party without giving any reason with a notice period of four (4) weeks to the end of the following month. The termination by the Member must be in text form, e.g. by means of a corresponding declaration via the online account of the Member, by e-mail or in writing. This is in accordance with Factory Berlin’s termination policy, in which Factory Berlin also reserves the right to change or amend the termination with notice to the Member.
- The right to immediate termination for cause remains unaffected for each party.
- By effective termination all rights and obligations under the Membership Agreement no longer apply.
Each Member, regardless of Membership Status, is permitted to bring up to two (2) guests to the Factory Berlin Campus at the same time. The same guest can only gain access to the Factory Berlin Campuses a maximum of two (2) times in a calendar month. A Member with the status “Nomad” or “Hold” may not visit Factory Berlin as a guest of another Member.
VIII. Rules of Conduct
- The Member must observe the applicable house rules and the applicable conditions of usage of Factory Berlin whilst on the Factory Berlin Campuses and during any events, in particular the obligation to check in and out at the respective reception when entering the campus. Staff have the right to give instructions to Members insofar as is necessary to maintain order in the operation of the Factory Berlin Campus, during events of Factory Berlin or for other services of Factory Berlin or of third parties or to maintain order and safety or to enforce the house rules or conditions of usage. Members must follow the instructions given by the staff of Factory Berlin responsible for the Factory Berlin Campuses or events.
- The Member undertakes not to disturb other Members using the Membership network, the Factory Berlin Campus and other services of Factory Berlin or third parties in connection with their membership. This means, for example, to not hold longer telephone conversations in rooms reserved for concentrated work, to not conduct loud conversations, and to refrain from any other acoustic or visual disruptions.
- Factory Berlin reserves the right to expel Members from the Factory Berlin campus in case of unethical, offensive, abusive, unlawful or generally commercially harmful conduct and to terminate the Membership Agreement without notice with immediate effect.
More specifically, the following activities are prohibited:
- use in connection with gambling, snowball systems, chain letters, spam or other kinds of undesired messages or advertising;
- offering, downloading or processing of data containing pictures, lms, software or other material governed by laws for the protection of intellectual property (e.g. copyright law, mark rights, etc.), unless the Member is the holder of the rights or holds the rights of use and exploitation;
- dissemination of data containing viruses, Trojans, worms, bots or other malware;
- unlawful gathering of information from other Members without their consent, in particular their email addresses;
- stating false identity data;
- dissemination of insulting, unethical, racist, pornographic or other unlawful material or data or other violations of legal provisions (in particular violations of provisions for the protection of privacy, rights of personality).
4. Factory Berlin will promptly report any criminal acts to the law enforcement authorities. Members may offer commercial or self-employed services to other Members under their own responsibility on the Factory Berlin Campuses or through the Membership network of the Factory Berlin only with prior written permission by Factory Berlin. Factory Berlin assumes no liability for damage caused through these services by their providers, unless it is Factory Berlin’s own contributory negligence.
- Members must treat facilities and objects used by them carefully. Members are liable for any damage and excessive wear and tear caused by any non-conventional usage according to these provisions.
- All keys and Membership cards made available must be returned by the Member to Factory Berlin at the end of the Membership Agreement. If keys or Membership cards are lost, the Member is obliged to pay damages in the amount of the actual value per key or Membership card that is lost. If the Member proves that a smaller loss or no loss was incurred, the Member owes only that proven amount.
- Factory Berlin is liable to the Members and Companies in connection with this Membership Agreement only for its own intentional or grossly negligent actions or for those of persons employed by Factory Berlin in the performance of their contractual obligations. In particular, Factory Berlin is not liable for damages to compensate for Members’ valuables lost on Factory Berlin Campuses, unless a separate safekeeping agreement was concluded as an exception by Factory Berlin and a Member in relation to the lost object. The liability of Factory Berlin for negligent breaches of duty is limited to the amount typical and foreseeable for damage at the time of the contract conclusion. The liability limitations mentioned above do not apply in case of death, physical injury or health impairment.
- Non-cash Payments
Factory Berlin has the right to introduce a system of non-cash payment on the Factory Berlin Campuses. This means that all or some products and services additionally offered to the Members by Factory Berlin can be used exclusively through a means of non-cash payment to be chosen by Factory Berlin. Factory Berlin can determine the maximum amount of credit and of loading as well as the payment procedure in each case.
- House Rules
Factory Berlin has the right to issue binding house rules for Factory Berlin Campuses to be observed by the Members as well as conditions of use for events of Factory Berlin. House rules and conditions of use contain in particular rules on the admissible use of the Factory Berlin Campus and to protect other Members’ rights. The house rules and conditions of use are posted on the website of the Factory Berlin. Members’ guests may enter the Factory Berlin Campus only in accordance with the Guest Policy of Factory Berlin, which form part of the house rules.
- Keys / Membership Cards
It is forbidden for the Member to give other persons the keys, code cards and/or membership cards made available to them by the Factory Berlin.
- Image and Audio Rights at Events
As part of Factory Berlin events, video, picture or audio recordings are made regularly for advertising purposes. The Member agrees that Factory Berlin or authorized third parties can create image and/or audio recordings of the Member during the events at any time and the Member agrees to such by visiting the respective event. If the Member does not wish to appear in such recordings, they may notify Factory Berlin or the respective photographer at the event at any time.The Member consents to the free use, exploitation and distribution of image and/or audio of their person for any present and future audiovisual media, without any restrictions in terms of time and location, revocable only in justified individual cases. This includes, but is not limited to, photographs, live broadcasts, broadcasts and/or recordings made by Factory Berlin or its respective promoter or its agents in connection with the event and distributed on the Factory Berlin website or other means of communication.
If the Member makes videos, images or sound recordings on which the Factory Berlin logo, the Factory Berlin Campus or other rights owned by Factory Berlin are contained and which conflict with Factory Berlin’s business interests, Factory Berlin has the right to prohibit their use.
XI. Amendments to the T&Cs
- Factory Berlin is entitled to amend these T&Cs for important reasons. This concerns in particular the provisions dealing with the terms of the Membership Agreement, the conclusion and termination of the Membership Agreement as well as noncash payments. An important reason can be a change of legal regulation or case law, a need to clarify the interpretation of the rules in case of doubt, or a change of the market circumstances affecting the services of the Factory Berlin.
- Changes to these T&Cs shall be notified to the Member by e-mail no later than one (1) month before the proposed effective date and, in particular, the changes will become effective and binding upon the Member if no objection has been raised by the Member directly with Factory Berlin. Such objection must be made within four (4) weeks from receipt of the notice of the amendment in writing or by e-mail.
- In addition, Factory Berlin is entitled to adjust the applicable Membership Fees at least once per quarter to changing market conditions, significant changes in procurement costs, changes in sales tax, purchase prices, or other comparable changing circumstances. In these cases Members will be informed in writing.
XII. Final Provisions
- The ineffectiveness of one or more provisions in these T&Cs shall not affect the validity of the remaining provisions.
- Any use of the services offered by Factory Berlin in connection with the Membership is exclusively subject to German law. This also applies to the use or registration of users from countries other than Germany. The place of jurisdiction is where Factory Berlin’s head office is situated (Berlin, Germany).
- For questions or suggestions related to Membership or these T&Cs, Factory Berlin may be contacted at [email protected].
Consumers have the right to withdraw from this Membership Agreement within fourteen (14) days without giving any reasons. The 14-day cancellation period begins on the day on which the Membership Agreement has been concluded. In order to exercise the right of withdrawal, the Member must notify Factory Berlin of its decision to withdraw from this Membership Agreement in a clear statement (e.g. an e-mail or letter sent by post).
To comply with the withdrawal period, it is sufficient if the notice of exercising this right is sent before the expiry of the withdrawal period.
Effect of Revocation
If this Membership Agreement is revoked, Factory Berlin shall reimburse all payments Factory Berlin has received from the Member, including any delivery or service charges, promptly and no later than fourteen (14) days from the date on which the notice of withdrawal of this Membership Agreement has been received. For this repayment, Factory Berlin will use the same method of payment originally specified when entering payment data for the Membership Fee, unless otherwise expressly agreed; Factory Berlin will in no event be charged for these repayment charges.
In case the Member wishes that the services, namely the Membership, shall start during the withdrawal period, the Member has to pay a reasonable amount to Factory Berlin, equal to the proportion of the services already received until the date of exercising the right of withdrawal, in comparison to the total amount of the contractually designated services.