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GENERAL TERMS AND CONDITIONS

TSH COWORKING THE NETHERLANDS

DEFINITIONS
In these general terms and conditions, the following terms have the meaning as described
below:

Agreement means these general terms and conditions, the Contract, the Annexes and any
future policies We provide to You together.

Annex means an annex to these general terms and conditions.

Article an article in these general terms and conditions.

Business Day means a day (other than a Saturday or Sunday or a public holiday) on which banks
are open for general business in the Netherlands.

Coworking means the co-working space, operated by Us and to be used by the Members as
flexible office space, in accordance with the terms as laid down in the Agreement.

Commencement means the commencement date of Your Membership as specified on the Contract,
Date being the first day You get access to the Workspace or Office which will either be
the first calendar day of the month or, in the event of a Flex Membership, the first
Business Day of the month.

Common Area means the common space available to the use of all members of Coworking,
located in Coworking.

Consumer means any natural person acting for purposes which are outside his or her trade,
business, craft or profession.

Contract means the sheet signed by TSH Coworking and You setting out specific terms
regarding inter alia Your identity, the type of Membership, the Commencement
Date, the Term and monthly fees, and to which these general terms and conditions
apply.

Amsteldijk 166, 1079 HL Amsterdam, The Netherlands, +31 20 422 8669, www.thesocialhub.co
Deposit means the Deposit to be paid by the Head User for a Membership as stated in the
Contract. The purpose of the Deposit is to secure Coworking’s claims against the
Head User and/or the Member resulting from the Agreement, in particular claims
relating to payment of the Membership Fee, including in case of cancellation, and
damages culpably caused by the Member during the term of the Agreement.

Guest means any person invited by a Member to use Coworking as a temporary visitor.

Force Majeure means any circumstance not within a Party's reasonable control including, acts of
God, flood, civil war, terrorist attack, government regulation, disaster, fire,

explosion, collapse of buildings, earthquake, strikes, civil commotion or riots, or


other similar cause beyond the control of the Parties making it inadvisable, illegal,
or impossible to fulfil the obligations of the Agreement.

Head User means the Member that concludes the Agreement for the performance of the
Services, i.e. You.

House Rules means the house rules applicable in Coworking, which are an Annex to the
Agreement.

Member means any person, whether natural or legal, with a Membership at TSH
Coworking, as listed on the Member List. For the avoidance of doubt, this includes
the Head User.

Member List means the list of Members as submitted by the Head User.

Member Portal means the online portal, where Members can check invoices, report complaints,
book meeting rooms and change or update personal contact details.

Member has the meaning ascribed to it under Article 3.2.


Properties

Membership means any of the different types of Memberships You may choose when You
enter into the Agreement.

Membership Fee means the monthly fee due for the Membership.

Office means a private lockable office space located in Coworking.

Parties means You and TSH Coworking collectively.

Party means either You or TSH Coworking.

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Payment means the payment of the Membership Fee and possible additional services, as
described in more detail in Article 4.

Payment Date has the meaning ascribed to it under Article 4.2.

Services means the Services TSH Coworking provides to You as specified at the Contract
and as set out in Article 5.

Signature Date means the ultimate date upon which the Agreement is signed by both Parties.

Term means the term of the Agreement, as described in more detail in Article 2.

TSH Coworking / means the affiliate (which is determined by the location) of TSH Dutch Hotels B.V.
We that enters into the Agreement, as specified in the Contract.
/ Us
Workspace means a workspace, either designated or non-designated, located in
Coworking.
You / Your means the Head User.

TERM AND TERMINATION


2.1 Effective Date The Agreement is effective from the Signature Date.

2.2 Term The term of the Agreement is set out at the Contract. The term will be
renewed for consecutive periods as set out at the Contract, unless this
Agreement is terminated by one of the Parties in accordance with its terms.

2.3 Termination for convenience after the Commencement Date From the
Commencement Date, You have the right to terminate this Agreement at any
moment by written notice, respecting the initial term agreed per contract duration,
with due observance of a notice period as set out at the Contract. We also have
the right to terminate this Agreement at any moment by written notice, with due
observance of a notice period of at least one (1) calendar month. If you are a
Consumer, our notice period will be similar to Your notice period set out at the
Contract.

2.4 Suspension or termination for cause by TSH Coworking TSH Coworking


reserves the right to (temporarily) suspend its Services or terminate the
Agreement with immediate effect, in the event of:

(a) termination, expiration or material loss of the rights of TSH Coworking,


which prevents TSH Coworking to perform under the Agreement;

(b) use of the Office or Workspace in breach with Article 6.1 and/or Article

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6.2;

(c) any late Payments as set out under Article 4.5;

(d) a formal request for the suspension of payment or liquidation or other


insolvency proceedings in which You are involved;

(e) a Force Majeure lasting more than fifteen (15) days; or

(f) any other breach of this Agreement by You or any Members at Your
Member List. If the breach regards a repairable breach, TSH Coworking
will grant You a reasonable period of no more than five (5) Business Days
to repair the breach.

In case of a suspension or termination under this Article 2.44, You remain liable
for any amounts due under the Agreement and such termination will be without
prejudice to TSH Coworking's rights to collect Payments or any other damages
TSH Coworking may have incurred. TSH Coworking will not be liable to You for
a suspension or termination in accordance with this Article 2.44.

(POST-)TERMINATION OBLIGATIONS
3.1 Your last day When Your Membership ends, You shall properly clean Your
Workspace or Office and hand in your key-card ultimately on the last day of the
Agreement. You are responsible that all Members at Your Member List (if any)
adhere to this Article 3.1.

3.2 Removal of Property Ultimately on the last day of this Agreement, You are
obliged to remove all of Your, Your Members’, and Your or Your Members’
Guests’ properties (the Member Properties) from the Workspace and/or
Office, which means any items present in the
Workspace and/or Office, which is not TSH Coworking’s property. If you fail to
timely remove the Member Properties, and after We provided You with written
notice granting You the possibility to remove the Member Properties within five
(5) Business Days, TSH Coworking has the right to remove of any of the Member
Properties. For the avoidance of doubt, TSH Coworking will in such event have
no obligation whatsoever to store and/or guard the Member Properties. TSH
Coworking will not be liable for any damages or losses. If Member Properties are
left behind, TSH Coworking may charge the costs TSH Coworking reasonably
incurred in the process of removing the Member Properties to You. You shall
indemnify us for any claims of Members in relation to the removal of Member
Properties by TSH Coworking. At the end of the Term, We will not forward or
hold any of your mail and/or other packages delivered to Us. We will not be liable
for any loss or damage if you fail to redirect the delivery of mail and/or packages
to a different address.

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PAYMENT
4.1 First Payment The first Payment is due and has to be made within ten (10)
Business Days from the Signature Date. The first Payment consists of:

(a) the Membership Fee for the first month of Your Membership as set out in
the Contract; and

(b) the Deposit.

The invoice for the first Payment can be found in the Member Portal and has to
be made via direct bank transfer to TSH Coworking at the bank account
mentioned on the Contract.

4.2 Subsequent Payments / Monthly Membership Fees Any subsequent


Payments of the Membership Fee shall be made via direct debit, bank transfer or
any other method as selected in the Member Portal. The Membership Fee will
be collected from Your bank account on a monthly basis on or before the first
day of each month (Payment Date). The invoices for the Monthly Membership
Fees are uploaded in Your Membership Portal.

4.3 Additional services As part of the Payment, and in addition to Your Membership
Fee We will charge costs for additional services as used, such as a parking
subscription, or extra prints (i.e. prints exceeding the amount of monthly free
prints) and/or the additional use of meeting rooms. The costs for additional
services will be included on your monthly invoice.

4.4 Late Payments In the event TSH Coworking is not able to collect or only able
to partly collect a Payment on the Payment Date, or if the Payment is reversed
after the Payment Date, TSH Coworking will send You a default notice for the
relevant Payment providing You with an additional payment period of ten (10)
Business Days (or fourteen (14) calendar days for Consumers). If You fail to
make the Payment within this additional period, a fine of EUR 250,- per month
will be charged, regardless of the amount of the relevant late Payment and
irrespective of TSH Coworking's rights under Article 4.5 or any other rights TSH
Coworking may have under the applicable law.

4.5 Consequence of late Payment In the event of a late Payment or Payment that
is reversed after the Payment Date, TSH Coworking has the right to immediately
suspend or terminate the Agreement in accordance with Article 2.4(c).

4.6 Refund of Deposit Ultimately at the last day of the Agreement, We will check
the Workspace and/or Office used by You and any of the Members pursuant to
this Agreement, in order to identify whether any damages were caused to the
Workspace and/or Office by You or any of the Members. Damages will be
deducted from the Deposit. To the extent no damage have been identified by
us, We will return the Deposit paid by You within two (2) months after the
end of the Agreement. TSH reserves the right to claim damages exceeding the
amount of the Deposit. You may not offset the Deposit against any Payments or

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any other claims due.

4.7 Annual Increase Every first of January, TSH Coworking has the right to index
the monthly Membership Fee with a percentage equivalent to the annual increase
of the (Dutch) Consumer Price Index as published by Statistics Netherlands
(CBS). Notwithstanding the aforementioned, if You are a Consumer, the
Membership Fee will not be increased in accordance with this Article 4.7 if the
first of January falls within the first three (3) months of Your Membership.

SERVICES
5.1 Description of the Services From the Commencement Date and in return for
the Payment, You have the right to use the Office and/or Workspace set out on
the Contract. You also have the right to certain services that are part of your
Membership as described on the Contract

5.2 Business address In case it is included in your plan, during the Term you may
use Coworking’s address as Your business address. Upon termination of the
Agreement, You shall refrain from using or communicating Coworking’s address
as Your business address, and refrain from any behavior that may create the
impression that Your business address is still located at Coworking’s address.

5.3 Members

(a) Access Every Member receives a personal Coworking (entrance) card.


This card can be used for entrance to the Workspace or Office and can
be used for printing and certain discounts. Members may also need this
card for identification when they enter Coworking. When you sign up for
Your Membership at Coworking you have to create a private password that
gives you access to the Member Portal. In case Members lose the
entrance card, the relevant access card will be blocked, and a fee of EUR
20 will be charged to that Member.

(b) Member List With the exception of Guests, only Members may access
Coworking. TSH Coworking does not accept any responsibility and/or
liability whatsoever as regards the correctness, completeness and/or
accuracy of the Member List. The Head User has the right to adjust the
Member List as set out under Article 5.3(d).

(c) Head User The Head User has the sole authority to alter or terminate the
Agreement in accordance with its terms, and is the first point of contact for
TSH Coworking for any and all matters regarding the Agreement. Upon
written request, the Head User shall provide TSH Coworking with a
document evidencing that the Head User is authorized or has a legally
valid power of attorney to represent and bind its company in all matters
regarding the Membership and this Agreement.

(d) Updates to Member List When replacing or adding a Member on or to


the Member List, the Head User must provide TSH Coworking with the

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new Member’s name, his/her email address and the effective date of the
change as well as with the name of the Member that is to be removed
from the Member List (if applicable). Upon confirmation by TSH
Coworking, the update of the Member List will take effect. TSH Coworking
will create a profile for all (new) Members on the Member Portal.
5.4 Access to Workspaces and Offices

(a) Guests Per Business Day, and during opening hours only, every Member
may invite maximum two (2) Guests in the Workspace or Offices for a
maximum of one (1) hour. If the amount of Guests or the amount of hours
of visit is or will be exceeded, the Member
is obliged to book a meeting room (as per Article 5.4(b)) or to purchase a
day pass for the Guest. All Guests must be registered when entering TSH
Coworking.

(b) Meeting rooms Subject to availability, Members can book a meeting


room for their Guests. Meeting rooms should be booked via the Member
Portal. At all times, TSH Coworking reserves the right to rent meeting
rooms to third parties and/or to use the meeting rooms and/or Common
Areas for events.

(c) Workspace or Office Space Not Timely Available If TSH Coworking is


unable to make the Workspace or the Office available by the
Commencement Date, TSH Coworking is not liable for any of the
consequences thereof nor will this affect the validity of the Agreement. In
such case, any Payments will be due from the date the Workspace or
Office is made available to You and will be calculated on a pro rata basis
for the first month after the Commencement Date.

(d) Access to Work- of Office Space by TSH Coworking We, including any
third parties designated by Us, reserve the right to access all Workspaces
and Offices, with or without prior notice, for safety or emergency purposes
or for any other legitimate purposes, including maintenance. To this end,
We also reserve the right to temporarily (re)move furniture and/or other
items present in the Workspaces and Offices. We further reserve the right
to temporarily alter and/or modify the Workspaces and Offices.

5.5 Internet and technology

(a) WIFI Every Member will get access to the WIFI-network of TSH
Coworking. Due to WIFI- network failures, power outage or other reasons,
loss of documents and/or files can occur. Members should back up their
files frequently. We cannot be held responsible or liable for any claims,
damages, losses or costs resulting or arising directly or indirectly from
Members’ use of or inability to use the WIFI-network of TSH Coworking,
nor will there be any refund of Payments.

(b) Software/technology For the proper performance of the Member Portal

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and/or other technical (computer) systems used by TSH Coworking, it
may be necessary to install software on a Member’s computer, tablet, or
other electronic device. Further, upon a Member's request, We (or a third
party engaged by Us), may assist in managing problems a Member may
have in relation to the Member Portal or other system(s). In this regard
You agree that neither We (nor any third party engaged by Us):

(i) are liable for any kind of damage to any Member’s computer, tablet
or other electronic device or system, such in the broadest sense of
the word, which may result of (technical) support and/or installation
of any software; or

(ii) offer any kind of warranty, either expressed or implied, regarding


any of such technical support.

USE
6.1 Use of the Workspaces and Offices Members may use the Workspace and/or
Office for all commercial purposes which can reasonably be performed in an
office as well as for private purposes. Members are not allowed to use the
Workspace and/or Office for commercial activities that would not ordinarily be
carried out in an office or which require the acquisition by the Member or TSH
of compulsory consents, licenses, or permissions of any nature or as set out
under Article 6.2.
6.2 Prohibited use of the Workspaces and Offices
(a) Competition (Employees of) companies that are, in the broadest sense
of the word, competitors of TSH Coworking are not allowed to use a
Workspace and/or Office. Competitors may not be added to the Member
List or invited by Members as Guests.

(b) Retail Use of a Workspace and/or Office for retail purposes or other
purposes than set out under Article 6.1 is not permitted.

(c) Illegal activities Use of the Workspace and/or Office for the purpose of
any illegal activities or activities that may reasonably be considered to be
against public decency, all in the broadest sense of the word, are
prohibited.

6.3 Safety and Security

(a) Identified Damages In case of any damage to the properties of TSH


Coworking, including but not limited to damage to (entrance) doors and
lockers, You are obliged to immediately report this after which TSH
Coworking will repair the damage within a reasonable period.

(b) CCTV Surveillance For the purpose of safeguarding the security of all
visitors to Coworking and their properties in Coworking, We may install
video surveillance. We will undertake best endeavors to safeguard

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Members and Members’ Guests' properties, but We encourage You to
takeout a fire and theft insurance.

(c) Other Members We do not control and are not responsible for the actions
of any other members and/or their guests. Should a dispute arise between
members and/or their guests, TSH Coworking shall have no responsibility
or obligation to participate, interfere, mediate or indemnify any party
whatsoever.

6.4 Privacy and intellectual property rights

(a) Privacy In the context of our Services, TSH Coworking processes


personal data of Members, this includes contact details, access logs and
camera footage. For information regarding the processing of Members'
personal data, including their rights please consult The Social Hub privacy
statement which can be found on the website of The Social Hub
(thesocialhub.com/privacy-policy).

(b) Intellectual property The (intellectual) property rights relating to design


and content of Coworking including but not limited to text, data files,
photos, (still and / or moving) images, audio material are held by TSH
Coworking or Our licensors.

Without the prior written consent of TSH Coworking, any reproduction


(including processing) and / or disclosure of intellectual property rights is
prohibited.

(c) Use of company name and trademarks During the term of the
Agreement and without prejudice to a Member’s intellectual property
rights, TSH is entitled to use a Member’s company name(s) and/or
trademark(s) for promotional purposes such as promotion for Coworking
on Coworking’s website. Members shall ensure that they have obtained,
in writing, all permissions necessary for granting TSH the above
mentioned rights.

LIABILITY
7.1 Responsibility Head User You are responsible for the adherence of all Members
to the terms of the Agreement and the House Rules. By entering into the
Agreement the Head User accepts liability for any damages TSH Coworking may
incur as a result of Members’ or Guests’ breach of the Agreement and/or the
House Rules.
7.2 Waiver of Claims To the maximum extent permitted by law, You, on Your own
behalf and on behalf of the Members and any Guests, waive any and all claims
and rights against TSH Coworking and parties engaged by TSH Coworking, such
in the broadest sense of the word, resulting from (physical) injury or damage to,
or destruction, theft, or loss of, any property and/or person.

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7.3 Liability and indemnification To the maximum extent permitted by law, TSH
Coworking’s liability is limited to direct damages and any and all liability of TSH
Coworking and/or any party engaged by TSH Coworking, such in the broadest
sense of the word, will not exceed the total Membership Fees paid by You to Us
under this Agreement during a period of twelve (12) months prior to the claim
arising. To the maximum extent permitted by law, You will indemnify TSH
Coworking and any party engaged by TSH Coworking, such in the broadest
sense of the word, from and against any and all claims, liabilities, and expenses
resulting from any act or omission by You, the Members or Guests.

MISCELLANEOUS
8.1 Governing Law The Agreement is construed under and governed by the laws
of the Netherlands, with exception of its conflict of laws rules.

8.2 Competent Court In relation to any dispute arising out of or in connection with the
Agreement, the House Rules or any agreement, document or instrument entered
into pursuant thereto, the Parties shall first attempt in good faith to resolve the
dispute. If Parties fail to resolve the dispute, the dispute shall exclusively be
brought before the court of Amsterdam, the Netherlands (Rechtbank
Amsterdam). The foregoing is without prejudice to a Party’s right to request an
injunction in summary proceedings (kort geding) exclusively before the court of
Amsterdam. Notwithstanding this Article 8.2, Consumers have the right to bring
disputes to the court that is competent according to the applicable law and if
TSH Coworking initiates proceedings against a Consumer, it will grant the
Consumer one (1) month to indicate if he or she wishes to proceed before the
competent court according to the applicable law instead of before the court of
Amsterdam.

8.3 Consumer laws Nothing in these general terms and conditions prevent
Consumers from exercising any statutory rights they may have under the
applicable law.

8.4 Severable Provisions Each and every provision in this Agreement shall be
considered severable. To the extent that any provision of this Agreement is (held
to be) invalid or void, this Agreement shall be considered amended to the
smallest degree possible in order to make the Agreement effective under
applicable law.

8.5 Notices Any and all notices under this Agreement may be given by email to the
email address provided by the other Party.

8.6 Disclosure of information To the extent required by law, rule, regulation, court
or government order or anything similar to these, We reserve the right to disclose
information about You and the Members.

8.7 Headings The headings in this Agreement are for the ease of reference only
and are not to be used to interpret or construe any provision of the Agreement.
Any use of ‘including’, or ‘such as’ in this Agreement should be read as being

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followed by ‘without limitation’.

8.8 Assignment You may not transfer or otherwise assign any of your rights or
obligations under this Agreement without the prior written approval of TSH
Coworking. This provision excludes transferability (sluit de overdraagbaarheid
uit) within the meaning of article 3:83 (2) DCC. We are entitled to assign the
Agreement and any rights and objections thereunder without your consent.
8.9 House Rules The House Rules of TSH Coworking apply to all Members and
Guests. If Members and/or Guests do not comply with (part of) the House Rules,
TSH Coworking has the right to undertake action as described in Article 2.4 of
this Agreement, notwithstanding its right to claim damages. It is therefore Head
User's obligation to share the House Rules with the Members and Guests, and
to ensure that these Members and Guests comply. TSH Coworking has the right
to unilaterally amend the House Rules. Amendments take effect from the
moment You are notified of the amended House Rules.

8.10 Entire Agreement This Agreement constitutes the entire agreement between
the Parties relating to the subject matter hereof and may not be changed in any
manner except in writing and executed by a duly authorized representative of
both Parties.

8.11 General Terms and Conditions Any of Your general terms and conditions do
not apply.

8.12 Force Majeure Neither Party is responsible for any failure to perform its
obligations under this Agreement if it is prevented or delayed in performing those
obligations by an event of Force Majeure. Where there is an event of Force
Majeure, the Party prevented from or delayed in performing its obligations must
immediately notify the other Party giving full particulars of the event of Force
Majeure and the reasons for the event of Force Majeure preventing that Party
from, or delaying that Party in performing its obligations and that Party must use
its reasonable efforts to mitigate the effect of the event of Force Majeure upon
its or their performance and to fulfil its or their obligations.

8.13 Conflict of terms If there is a conflict or inconsistency between the terms of the
Contract and these general terms and conditions, the terms of the Contract
prevail.

8.14 Survival of terms Any provision that by its nature is intended to survive the
expiration or termination of the Agreement, survives such termination. This
applies to Articles 1, 2.4 last paragraph, 3, 4.3 up to and including 4.6, 5.5(b)(i),
7 and 8.

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