Stand: May, 2021
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 individuals and innovative businesses, with a focus on collaboration across businesses on success factors of (digital) transformation and innovation. 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 three areas including selected spaces at Rheinsberger Str. 76/77, 10115 Berlin („Factory Berlin Mitte“), at Lohmühlenstraße 65, 12435 Berlin (“Factory Berlin Görlitzer Park”) and at Stadtdeich 2-4, 20097 Hamburg („Factory Hammerbrooklyn”, all three campuses together “Factory Berlin Campus”). 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.
Only entrepreneurs can be Members of Factory Berlin. An entrepreneur is a natural or legal person or a business entity with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or self-employed professional activity (cf. § 14 of the German Civil Code (BGB)). Natural persons can only become Members if they have reached the age of eighteen, unless a specific agreement is made between Factory Berlin and the legal representative of the underage person.
- Factory Berlin and its Members agree on the conditions set out in these Terms and Conditions (“Membership Agreement”). Based on this Membership Agreement, Members will have online access to the Factory Berlin Community („Network Membership”) as well as the opportunity to purchase further membership services (“Add-Ons”) or other services of Factory Berlin or third parties by concluding separate agreements or bookings. In return, the Member is obligated to pay a Membership fee.
- Legal entities (“Companies”) may acquire Team Memberships for selected persons („Factory Berlin Team Membership“).
- Currently, the following Add-Ons are available for Members to purchase in addition to their Network Membership (more detailed description of the services covered under IV. Services):
- “Campus Day Pass”: A day pass for the Factory Berlin Campus, which can be redeemed after pre-registration.
- “Campus Membership”: Permanent access to the Factory Berlin Campus during the respective opening hours.
- “Company Registration”: Registration of up to three (3) company offices to the address of a selected Factory Berlin Campus.
III. Conclusion of Contract
- All services can only be claimed after the conclusion of the Membership Agreement.
- The Membership is not transferable. It can therefore not be shared among several people.
- The conclusion of the Membership Agreement is carried out within an application process. Applicants apply for the Membership Agreement by filling out the application form provided by Factory Berlin. Usually within two (2) weeks, Factory Berlin will notify applicants via e-mail whether their application can be considered. If their application is accepted, applicants will receive an invitation to the Factory Berlin Membership platform with the option to register there and to submit the bank or payment data required for payment of the membership fee. The Membership Agreement is then concluded by clicking on the final button “Start Subscription” (“Conclusion of Contract”).
- Companies may acquire Memberships for selected persons by concluding a Factory Berlin Team Membership, for example for employees, freelancers or other persons connected with the company (“Partner Members”). In this respect, no application process is required for the respective Partner Members. Moreover, the Partner Members and the Companies are bound by the agreement concluded within the framework of the Factory Berlin Team Membership. However, the Membership of the individual Partner Members is equally subject to the acceptance of the present T&Cs.
- Members may request Add-Ons to their Membership at any time. The request is made by notifying Factory Berlin, which must be done at least in text form (for example, via the Factory Berlin Membership Platform or via e-mail to [email protected] Factory Berlin is entitled to specify different application options). The Campus Membership is again subject to an application process, which Factory Berlin usually processes within seven (7) days. The Add-Ons Company Registration and Campus Day Pass are granted by Factory Berlin without further procedure. The contractual agreement for the Add-On and thus the obligation to pay the correspondingly increased membership fee comes into effect in each case through confirmation by Factory Berlin, which takes place via e-mail. If the Add-On begins during the current month, the correspondingly increased membership fee will be due and invoiced on a pro-rata basis.
- The following table shows which services and costs are included in which form of the Membership:
Network + Campus Membership
2. A purchased Day Pass does not directly entitle the Member to access the Factory Berlin Campus, but rather represents a voucher that can be redeemed for access. The redemption of the Day Pass is subject to a successful booking for the selected Campus, which can be made via the Membership Platform. Factory Berlin wants to strengthen its efforts to ensure that the community spaces available to members are not overloaded, so that a booking cannot be fulfilled in every case. Cancellation of a booked access can be made up to 24 hours in advance.
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, the amount of which depends on the chosen Membership form (“Membership Fee”). For the Network Membership the Membership Fee is currently EUR 30.00 per month, for the Campus Membership (which includes the Network Membership) it’s EUR 170.00 in total per month, for the Add-On Company Registration it’s EUR 30.00 per company per month (with a maximum of three registrations possible), and for the Add-On Day Pass it’s EUR 20.00 per day. All prices are net prices, plus the applicable statutory VAT.
- 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/or repair work or other events for which Factory Berlin is not responsible, after prior notice, or if in the course of such events there are adverse effects, in particular noise disturbances.
- The monthly Membership Fee is due in advance on the first of each month for the respective calendar month. If the Network Membership, Campus Membership or Company Registration 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 debit their account and the bank to debit the Member’s bank account accordingly and to deduct the Membership Fee. 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.
- If Members are more than one month in arrears with their Membership Fees, Factory Berlin is entitled to block their access to the Factory Berlin Campus and/or the online tools without prior notice.
VI. Term & Termination
- The Membership starts on the day of the conclusion of the contract (see above, III. 3.).
- 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.
- At the end of the Minimum Term or after its expiration, the Membership can be terminated by the Member as well as by Factory Berlin without giving reasons with a notice period of one (1) month to the end of the following Membership month. Example: If the Membership starts on 15.05.2021, the Minimum Term of at least three full calendar months, at the end of which a termination is possible for the first time, ends on 31.08.2021. Accordingly, the termination on 31.08.2021 must be given by 31.07.2021 at the latest.
- If the Campus Membership Add-On is only booked later during the Membership, a minimum term of three consecutive months also applies, during which it is not possible to switch back to a basic Network Membership (“Campus Membership Minimum Term”). A complete cancellation of the Membership, i.e. of both Network and Campus Membership, can, however, also be made during the Campus Membership Minimum Term after expiration of the three-month minimum term (VI. 3.).
- The cancellation of the Add-On Company Registration can be done at any time and in the same way as the application. It will then take effect on the first of the month immediately following the cancellation.
- Acquired Day Passes expire after three years if not used.
- Notice of termination must be given at least in text form, for example, by means of a corresponding declaration via the Member’s online account, by e-mail or in writing.
- 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.
Members with Campus Membership or valid Day Pass are allowed to bring up to two (2) guests at a time to the Factory Berlin Campus premises. The same guest has access to the premises of the Factory Berlin Campus two (2) times per calendar month. Guests must be registered in advance by the inviting member. A member with the status “Network Membership” (without Campus Membership or own Day Pass) is not allowed to visit the Factory Berlin premises as a guest of another member.
VIII. Rules of Conduct
- Factory Berlin, its employees, as well as third parties authorized for this purpose, in particular security staff contracted by Factory Berlin, exercise domiciliary rights on the Factory Berlin Campus.
- Members must observe the applicable house rules and the applicable conditions of usage of Factory Berlin whilst on the Factory Berlin Campuses, as well as instructions of Factory Berlin’s staff. In this context, special reference is made to the obligation to check in and out at the respective reception („Community Desk“) upon entering the campus.
- The Member undertakes not to disturb other Members using the Member 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 is committed to a zero tolerance policy when it comes to discrimination. This includes any discrimination based on race, national or ethnic origin, color, religion, age, gender, sexual orientation, gender identity or expression, marital status, genetic characteristics or disability. Members are encouraged to be respectful, cooperative, open-minded and considerate at all times.
- Accordingly, Factory Berlin reserves the right to expel Members from the Factory Berlin Campus in the event of immoral, harassing or discriminatory behavior and to terminate their membership contract with immediate effect and without notice.
- In addition, Factory Berlin reserves the right to expel members from the Factory Berlin Campus in the event of illegal or generally business-damaging behavior and to terminate their membership contract with immediate effect and without notice.
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).
- The consumption of alcohol is only permitted on the Factory Berlin Campus if it is provided by Factory Berlin or at an event organized by/with Factory Berlin, or if it is provided or sold by Factory Berlin’s catering services. In all other cases, the consumption of alcohol is prohibited.
- 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, documents or data 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.
- Factory Berlin provides its Members with access to the Internet as part of campus use. Members are fully responsible for their actions when using the Internet. They are subject to legal, in particular copyright, restrictions on the retrieval, storage, transmission, distribution, and display of certain content. The Internet access provided by Factory Berlin is operated by an external provider. Therefore, Factory Berlin has no influence on time availability and available bandwidth. Members are aware that temporary unavailability and reduced bandwidth may occur due to maintenance or technical difficulties. Against this background, they will ensure that they have a back-up solution ready (e.g. access to a mobile network) in the event of unavailability or insufficient bandwidth, so that damage caused by unavailability or insufficient bandwidth is prevented. Members are only permitted to connect LAN connections and external Internet hardware (e.g. routers) that use their own networks, radio signals or similar with the approval of Factory Berlin.
- Electronic devices may only be connected to Factory Berlin’s power supply system if they are intact and market-approved; they may only be used in accordance with their usual purpose. Connection is only permitted at recognizable and, if applicable, assigned workstations (e.g. table sockets).
- Non-cash Payments
Factory Berlin is authorized to operate the Factory Berlin Campus on a cashless basis. This means that all or individual products and services offered by Factory Berlin or third parties to its Members in addition to Membership can be used exclusively via a cashless means of payment to be determined by Factory Berlin.
- 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 Members 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 Members do not wish to appear in such recordings, they may notify Factory Berlin or the respective photographer at the event at any time. By attending the event, members agree to the free exploitation, use and dissemination of images and/or sound of themselves, in principle without temporal or territorial restrictions, revocable only in justified individual cases, and for any current and future audiovisual media. This includes in particular, but is not limited to, photographs, live broadcasts, broadcasts and/or recordings that are created by Factory Berlin or the respective organizer or its agents in connection with the event and are published or distributed on the website of Factory Berlin or via other communication channels.
- Special Provisions During the Covid-19-Pandemic
The pandemic situation caused by Covid-19 may lead to restrictions, especially but not exclusively with regard to access rights and stay on the Factory Berlin Campus. Factory Berlin expressly reserves the right to make changes to access, residence and hygiene regulations to accommodate the dynamic developments of the pandemic. To this end, Factory Berlin will inform its members, tenants, visitors, affiliates, employees, and other persons requesting access to the premises by means of appropriate notices, information provided by staff at the respective reception desk, and by electronic means. If the designated persons do not follow established rules, Factory Berlin may deny access. Factory Berlin expressly reserves the right to issue a house ban.
XI. Amendments to the T&Cs
- Factory Berlin is entitled to amend these T&Cs with the exception of the essential contractual obligations for important reasons, with effect for the future. 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.
- Amendments to these T&Cs shall be notified to Members by e-mail no later than one month before the date on which they are scheduled to take effect, together with a notice stating that the amendments will take effect in the absence of an objection by the Member. Such a change or amendment may be objected to in text form, e.g. in writing or by e-mail, within a period of one month from receipt of the notice of change.
- 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 text form.
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].
Members 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 their 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.