These general terms and conditions (“General Terms and Conditions“) apply to the agreement (the “Membership Agreement“) between EDEKA DIGITAL GmbH (hereinafter referred to as “FTC“) and the member listed in the application form (the “Member“). Only the German version of the General Terms and Conditions shall be legally binding, this English translation serves information purposes only.

FTC offers its services and sub-rentals of workspaces (“services”) exclusively to entrepreneurs. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the membership contract, is acting in the exercise of his commercial or independent professional activity.

No terms and conditions of the Member shall apply unless expressly confirmed in writing by FTC.

§ 1 FTC SERVICES
A)  BENEFIT PACKAGE.

(1) Members can choose between the following membership offers (see Appendix 1):

a. Club membership: This includes a workstation in the open area, which is assigned to the member according to availability.

b. Resident membership: This includes a fixed workstation which is assigned to the member for exclusive use.

The member is entitled to use the corresponding services according to his tariff (see Annex 1). The membership fee also includes the charges for the supervision by the FTC staff, the management of the premises and the building, for electricity and water consumption and the running costs of the premises and the building, and for the use of common facilities that FTC makes available to its users (kitchen, etc.).

Services that exceed the specified scope will result in additional fees. The amount of the additional fees is based on the information in the Fee Regulation. The applicable Fee Schedule will be made available to Members.

(2) The member may print, copy and scan for his or her own use in normal quantities (fair usage approach). Should the member use the above services in above-average quantities, FTC reserves the right to charge for the services.

(3) Further details on memberships are listed in Appendix 1. Use of the conference rooms in the office building is subject to prior reservation of the conference room and its availability. Use is only permitted within the scope specified in the application form. Subject to availability, the member is entitled to increase its usage quota. Fees will be charged for the increased scope in accordance with the current fee regulation (available at www.foodtechcampus.com) at the time of the request for an increase. The quota is exclusively intended for the respective month and can neither be collected across months nor transferred to another month. Unused usage quotas expire at the end of the month. The member can neither claim credit nor reimbursement in this respect.

(4) Reception services, acceptance of letters and parcels to the usual extent during the regular hours of service at the premises of the office location indicated in the application form, except for local public holidays. FTC is not responsible for any items it accepted on behalf of the member by mail or courier or by third parties. There exists no power of attorney to receive on behalf of the Member.

(5) FTC reserves the right, in its sole discretion, to change, add or exclude services at any time within reason.

B)  ACCESS AND OPERATING HOURS.
(1) The Member shall be granted access to the office and the office building and assistance from FTC staff during the hours specified in the current Schedule of Services.

(2) FTC shall not be liable for temporary restrictions on access due to circumstances beyond FTC’s control and FTC’s inability to prevent, including, but not limited to, natural disasters and similar acts of God, governmental intervention and labour disputes (force majeure).

C)  AUTHORISED USERS.
(1) The persons entitled to use the office and services (“Authorised Users”) shall be those specified in the application form. The Authorised Users shall only be employees of the Member or legal representatives of the Member. Third parties may only be Authorised Users if their use of the Office is intended to serve the Member’s business. Only persons registered as Authorised Users shall be entitled to use the office and the services. Additional Authorised Users require the prior written consent of FTC. Should FTC permit additional Authorised Users, the Member shall be required, in accordance with the application form, to take out an additional membership for each additional Authorised User. The list of Authorised Users shall not include any person whose use of the office space is for any purpose other than the Member’s business. The Member shall be responsible and liable for all acts or omissions of the Authorised Users.

D)  INFRASTRUCTURE.
(1) The Member acknowledges that the provision of certain services is inherently dependent on the functioning of third-party services and infrastructure such as telecommunications, internet, electricity and the like over which FTC has no control. FTC shall not be liable for the malfunction, interruption or failure of any third-party infrastructure or service necessary for the provision of the FTC Services, except in the case of wilful misconduct or gross negligence. Liability for culpable injury to life, body or health remains unaffected. In the event of negligently caused damage to property and financial loss, FTC and its vicarious agents shall only be liable in the event of a breach of an essential contractual obligation but limited in amount to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Material contractual obligations are those whose performance characterises the contract and on which the Member may rely.

§ 2 MEMBERSHIP FEES AND CHARGES
A)  MEMBERSHIP FEES.

(1) The membership fees are lump sums. Accordingly, the Member shall pay FTC the Membership Fees in accordance with the contractual arrangements set out in the application form irrespective of whether the Member has actually used the Services. Membership fees are payable monthly by the third day of the month for which the fees are assessed and are therefore payable in advance. FTC will invoice the Member for the Membership Fees paid and any other payments the Member is obligated to make under this Agreement. Subject to all other rights and remedies in the event of default, late payments shall bear interest at the rate of 1% per month from the 15th day of default.

B)  FEES FOR ADDITIONAL SERVICES.
(1) Services that exceed the scope specified in the application form will result in additional fees. The amount of the additional fees is based on the information in the Fee Ordinance.

C)  PAYMENT.
(1) The membership fee shall be paid to FTC in advance, free of postage and charges, at the latest on the 3rd day of a month to the account of EDEKA DIGITAL GmbH.

D)  FEE IN CASE OF LOSS OF THE CARD.
(1) The member shall immediately notify FTC in writing of any loss of the member’s personal entry card or that of any Authorised User. FTC is entitled to charge the member a fee in accordance with the Fee Ordinance if the card is lost.

(2) The Member shall be liable for any additional costs incurred as a result of the loss of the access card or keys or their replacement. All keys and access cards of the Member and Authorised Users shall be returned to FTC immediately upon termination of this Agreement. FTC shall be entitled to charge the Member a fee in accordance with the Fee Ordinance if the card is not returned.

§ 3 CONTRACTUAL TERMS AND CONDITIONS

A)  TERM AND TERMINATION.

(1) The membership contract begins on the date stated under ‘Start of Membership. Either party may terminate the contract with the number of calendar months stated in the application form no later than the third day of a calendar month. The termination can only be made in writing.

(2) In any case, the contractual relationship ends simultaneously with the concluded main tenancy agreement on 30.09.2023 (condition subsequent).

B)  EXTRAORDINARY TERMINATION.
(1) FTC alone is entitled to terminate the contract extraordinarily in the following cases: (a) the member has made an affidavit pursuant in accordance with § 807 of the German Code of Civil Procedure (ZPO) (or a comparable declaration), initiated extrajudicial debt settlement proceedings or suspended payments for a period of more than three weeks, regardless of whether or not insolvency proceedings have been instituted; or (b) the member or any of the member’s Authorised Users has breached a material obligation of the member to FTC and the breach has not been remedied within a reasonable period of time after FTC issued a written request, or (c) the Member has breached a contractual obligation that makes it unreasonable to continue the contractual relationship with the Member; or (d) the Member or any of the Authorised Users poses a risk to the safety and/or health of third parties, and/or culpably breaches its contractual obligations, and/or uses the Premises for criminal, disorderly or immoral business purposes, and/or damages FTC by its conduct and/or damages or infringes the rights of third parties.

C)  END OF THE CONTRACT PERIOD.
(1) Upon termination of the contract, the member shall immediately vacate the office or his/her workplace, irrespective of the reason for termination. He/she must return the office or workplace in the same condition and free of persons or objects as he/she received it, apart from wear and tear in the course of contractual use.

(2) If a member fails to remove from the office any items left behind after the expiration of the contract term and the expiration of a reasonable period of time set for the member, FTC shall be liable to the member with respect to such items only for willful misconduct and gross negligence. FTC shall be entitled to take custody of the items. In all other respects, the statutory provisions on default of acceptance shall apply.

(3) The key cards issued at the beginning of the contract must be returned at the latest at the end of the contractual relationship.

D) OBLIGATIONS OF THE MEMBER.
(1) The member may not make any changes or modifications within the office, including but not limited to bringing in additional furniture, fixtures, images of Bud Spencer or large appliances.

(2) The member or any of the Authorised Users may not engage in any unlawful, criminal, disorderly or immoral, racist, violent or aggressive acts or cause unnecessary noise or disturb others.

(3) If a member uses an office in the open space (“open space office area”), he is obliged to remove his personal belongings immediately when he is not using the office area. The responsibility and liability for his personal belongings shall be borne solely by the member.

(4) The Member shall indemnify FTC and its related entities for all claims, liabilities and costs arising from any culpable breach of this Agreement by the Member, its Authorised Users, visitors or its agents or servants. The member shall bear full responsibility for all acts and damage committed by third parties if the member, his Authorised Users or his guests have caused this third party to enter the building. The Member shall be liable for the fault of the Authorised Users, its visitors, suppliers or third parties who enter the Building and the Premises at its instigation as for its own fault (the “Member-Related Person”) and shall release FTC from any liability in connection with any act or omission of a Member-Related Person. The Member shall fully indemnify FTC and all FTC Affiliates against any and all liability and costs arising from any claims by employees or guests, or suppliers related to the acts or omissions of any Member-Related Person.

(5) The Member shall not assign the rights, duties and liabilities under this Agreement, in whole or in part, to any third party or permit any third party to use the Offices or any other service unless FTC consents in writing in advance. It is hereby clarified that the Member shall not have the right to sublet or make available for use, even in part, the Office or any part thereof, unless FTC gives its prior written consent.

(6) The Member shall not use any images or pictures of the Premises for advertising, publication or any other purpose without the express written consent of FTC. Any announcements about the Food Tech Campus made directly or indirectly to the public and the timing thereof shall be agreed by the Member with the FTC.

(7) The Member shall not be entitled to hold any event on the Premises without the prior written consent of FTC. In order to obtain such consent, the Member shall give FTC reasonable notice and provide all necessary documentation.

E)  RIGHTS OF FTC.
(1) The Member agrees that FTC may host events in the open office space at any time at its sole discretion. FTC will give reasonable advance notice of such events. Neither the Member nor the Authorised Users shall have any claim against FTC in connection therewith, and in particular shall not be entitled to any reduction in membership fees, except in the event that the Member is substantially denied the use of the open office space. FTC may, in the course of the event for this purpose, suspend its services, which shall not be basic services if possible (cf. Clause §1 A.), deny access to the open-space office area and rearrange furniture at its discretion.

(2) FTC has the right to enter the office space and offices at any time for reasons of protection and security, as well as for maintenance purposes.

(3) The Member agrees that FTC may store and process his/her data for internal purposes.

(4) FTC and FTC Affiliates may publish the Member’s name and use the Member’s logos and trademarks on the FTC Website and FTC Mobile Application, at the FTC Site, in confidential shareholder materials or brochures for potential investors, and in any other advertising engaged by FTC.

(5) The member is aware and acknowledges – also on behalf of the Authorised Users – that security cameras are installed in common areas and open spaces of the premises. There are no cameras in the offices themselves. The Member is not entitled to, and FTC is under no obligation to, have any security footage provided or kept for the Member.

(6) FTC reserves the right to exercise its landlord’s lien on items located in and belonging to the member’s office.

F) SALES TAX.
(1) FTC has unconditionally waived its exemption from VAT under §4 No. 12 a) UstG pursuant to §9 UstG and opts for VAT (the “VAT Option”). The Member is aware that the FTC VAT Option is only permitted under the conditions set out in §9 UstG. The Member is obligated to only engage in transactions that do not preclude the deduction of input tax. The member assures that it is an entrepreneur within the meaning of § 2 UstG and that it will fully allocate the subject matter of the contract to its business for VAT purposes. The member shall be liable to FTC for all damages incurred by FTC as a result of the member’s breach of the obligation to engage only in transactions that do not preclude the deduction of input tax.

G)  OTHER.
(1)  All communications concerning the contractual relationship must be in writing and sent to the e-mail address stated in the application form. It is the member’s responsibility to update their email address.

(2) Should one or more of the provisions of this Membership Agreement or General Terms and Conditions be or become legally invalid in whole or in part, this shall not affect the validity of the remaining provisions. Should one or more provisions of this Membership Agreement or General Terms and Conditions be or become legally invalid in whole or in part or contain a loophole, the parties undertake to agree on a provision that corresponds to what the parties intended in economic terms.

(3) The Member agrees to receive e-mails and other communications from FTC that may contain promotional content. The member has the option to opt-out of such e-mails and communications from FTC by following the unsubscribe instructions in such communications. If the member opts out of such communications, FTC may continue to send the member informative communications, such as about the Member Account, services requested by the member, or FTC’s ongoing business relationships. In this section, “Member” also refers to Member employees, agents, beneficiaries and other related persons.

(4) No oral agreements have been made in addition to this contract.

(5) Should one of the provisions of the contract be or become legally invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. In such a case, the contract shall be executed in accordance with its meaning. If the invalidity is based on a performance or time provision, it shall be replaced by the legally permissible measure.

(6) Subsequent amendments and additions to the contract shall only apply if agreed in writing.

(7) The place of jurisdiction is Berlin. This contract shall be governed exclusively by German law.

(8) Any special operating permits required for its business operations shall be obtained exclusively by the member.

Annex 1

Annex 2

Annex 3

Annex 4

 

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