TERMS AND CONDITIONS AND HOUSE RULES FOR THE USE OF ALLSPACE
These are the General Terms and Conditions of AllSpace. These terms and conditions apply to the service agreement you have signed (hereinafter: “the agreement”). This agreement replaces all previous agreements between AllSpace and the client. Changes to the agreement and these terms and conditions can only be agreed upon in writing.
STANDARD SERVICES INCLUDED IN THE BASE RATE
Package A: € 39 per month* This package is exclusively for sole proprietorships and BV’s with 1 physical person as a shareholder.
– Registration address for the Chamber of Commerce
– Virtual office
– Mail scan service (10 mail items per month) thereafter €1.00 per mail item (no packages**)
– Business mailing address
– Monthly terminable
– Optional 020 number (Note: At an additional rate)
Package B: € 60 per month* This package is for the following legal forms: Private Limited Company (BV), V.O.F, partnership, and BV’s with multiple shareholders.
– Registration address for the Chamber of Commerce
– Virtual office
– Mail scan service (10 mail items per month) thereafter €1.00 per mail item (no packages**)
– Business mailing address
– Monthly terminable
– Optional 020 number (Note: At an additional rate)
Package C: €100 per month* This package is for the following legal forms: N.V., C.V., foundation, association, corporation, and foreign legal entities (LTD)
– Registration address for the Chamber of Commerce
– Virtual office
– Mail scan service (10 mail items per month) thereafter €1.00 per mail item (no packages**)
– Business mailing address
– Monthly terminable
– Optional 020 number (Note: At an additional rate)
Package D: €175 per month* This package is for all business forms
– Registration address for the Chamber of Commerce
– Virtual office
– Mail scan service (50 mail items per month) thereafter €1.00 per mail item (no packages**)
– Business mailing address
– Meeting room 16 hours per month
– Monthly terminable
– Optional 020 number (Note: At an additional rate)
*Prices are exclusive of 21% VAT. We also require a 1-month deposit, which will be returned upon termination of the agreement.
** We do not accept packages that do not fit through a letterbox. See paragraph 2.5
2.1 Additional services and office hours
AllSpace will make the services available during office hours from Monday to Friday, excluding national holidays. All additional services, indicated as Services, will be provided during office hours from 9:00 AM to 5:30 PM. If AllSpace deems that a request for a certain service is excessive, AllSpace reserves the right to charge extra costs on top of the usual AllSpace rates based on the time required to provide the service. Contact the Office Manager for the rates of additional services.
2.2 IT and Internet
Our internet connection provides internet access for regular business activities, such as web surfing and sending and receiving electronic communications.
Our internet service may only be used for lawful purposes and may not be used for criminal purposes, violations of local, federal, or international laws and rules or other government regulations. Such violations include: theft of or infringement on copyrights, trademarks, trade secrets, or other types of property. Fraud, forgery, or misappropriation of money, credit cards, or personal information, violating import and export laws and regulations, libel or slander, threats of physical violence, harassment or criminal behavior that gives rise to civil liability. We reserve the right to immediately terminate the agreement if these are violated. You must take all security measures yourself, such as a firewall, which you deem necessary for your circumstances. AllSpace is not responsible for any damage to your system from viruses or other damage to software. AllSpace is not responsible for personal or other data of third parties visible on the network.
2.3 Mail processing
AllSpace offers only the standard mail service in all packages. The standard mail service entails the following: Receiving a maximum of 10 mail items per month. Scanning (digitizing) these received mail items and sending them to the relevant email address. The mail items are stored for 24 hours after scanning and then destroyed. Additional costs will be calculated per mail item for each additional item received.
Bank cards, credit cards, fuel cards, vehicle registration certificates, and similar cards will be kept until collection. Collection of these by the client will always be accompanied by the presentation of ID before the card is handed over.
AllSpace is not responsible for missing mail items and cannot influence the functionality of postal companies.
2.4 Optional mail processing
The client has the option to request additional mail processing. Should the client, for whatever reason, desire more from the mail processing, the client can choose from the following options: Archiving the mail and/or sending the mail monthly within and outside the EU. Archiving mail is not equal in cost to monthly mail forwarding. When forwarding mail monthly, the costs of archiving mail are added on top. With only mail archiving, the client is responsible for collecting this mail, which must be done regularly to avoid overflowing filing cabinets. Optional mail processing incurs additional costs.
2.5 Packages
AllSpace does not accept packages that do not fit through the letterbox. If packages larger than this size are delivered, they will immediately be returned. AllSpace is not responsible for missing packages. AllSpace also does not accept packages after the client has informed AllSpace about the delivery of the package. Likewise, AllSpace will not inform that client about packages as soon as a package is left behind by a delivery service.
2.6 Telephone service
All packages can request this optional service. The costs for this are calculated on top of the monthly costs.
The telephone service that AllSpace offers is solely a landline number that can be forwarded to the client’s desired telephone number. The client cannot make calls from this landline number. Therefore, it is only possible to receive calls on this number. AllSpace will also not take calls on behalf of the client’s company, nor can the company use AllSpace’s phone number for personal and/or business purposes. The requested telephone number cannot be retained after termination of the agreement.
3.1 Start of agreement
After the first payment and possessing a signed agreement, the client is officially registered at the AllSpace address and can use the included services from the effective date of the agreement. Also, from this moment on, the general terms and conditions of AllSpace and the house rules described in this document come into effect.
3.2 Reflection period
After purchasing one of the services/packages that AllSpace offers, the client has a statutory right of withdrawal of 14 days. This period begins on the date of the first payment. If the client exceeds the 14 days, the agreement is immediately binding for the indicated period on the agreement. Wishing to terminate the agreement after the 14 days follows the normal notice period (see paragraph 3.3).
3.3 Packages
AllSpace offers various packages. These packages depend on the legal form of the company. Package A can only be requested by sole proprietorships and BV’s with a maximum of 1 physical person as a shareholder. Package B can only be requested by BV’s (possibly with multiple shareholders), V.O.F.’s, and partnerships. Package C can only be requested by N.V.’s, C.V.’s, foundations and associations, corporations, and foreign legal forms (LTD’s). If the client wishes to use a different package than the legal form of the company indicates, this must be adjusted on the Chamber of Commerce extract.
3.4 Extension and/or termination of the agreement
Agreements for packages B and C can be canceled per full calendar month. This means that upon cancellation, one full calendar month will still be invoiced during which the services will also continue. With package A, the full year must be paid at the start of the agreement and it can be canceled monthly after completing the full first year. The cancellation must be submitted in writing. This can be done via email or letter. AllSpace cannot confirm cancellations by telephone and therefore this is not valid.
AllSpace can decide not to renew the agreement. The client will be informed about this in writing via the specified email address. AllSpace takes the aforementioned notice period into account. This only applies when renewing an agreement. AllSpace reserves the right to immediately terminate an agreement (see paragraph 3.5).
3.5 Immediate termination
AllSpace can terminate the agreement with immediate effect, without any statement of reasons (provided the law does not require this), if the client:
– fails to pay the amounts due at the specified times;
– fails to comply with any obligations from the agreement;
– an employee of the client, a third invited party of the client, or an unannounced visitor of the client, does not normally use the office space;
– loses the free disposal of their assets or a part thereof, meaning: placed under guardianship;
– the client is declared legally incompetent;
– if the client is not a natural person, loses its legal personality, is dissolved or effectively terminated;
– is declared bankrupt;
– offers an agreement to creditors outside of bankruptcy or if the client’s goods are seized;
– passes away;
– is negligent in providing the applicable documents and the associated answers to the questions AllSpace poses in the interest of laws and regulations regarding the registration for a virtual office and renting it out. (See paragraph 5)
If AllSpace terminates the agreement with immediate effect on the basis of the above, the client must nevertheless meet the following conditions and obligations:
– payments for any additional services used;
– payments of the base amount for the remaining term of the agreement if immediate termination by AllSpace had not occurred.
– Compensation for all costs incurred and damage suffered by AllSpace. AllSpace is not responsible for any costs and losses and any claims by third parties as a result of the immediate termination.
3.6 After termination of the agreement
When an agreement is terminated, the client must promptly deregister with the Chamber of Commerce. The services will be discontinued on the termination date. Letters and the like will be returned to the sender.
In the case of renting a physical office space, the client must vacate and clean this space before the termination date. The space must therefore be vacated and cleaned by the termination date. If AllSpace has to clear out any abandoned property at its own expense, AllSpace can dispose of it at the client’s expense and in the manner AllSpace chooses without owing any responsibility to the client. This also applies to any cleaning costs that may arise from not cleaning the office space appropriately. We reserve the right to charge additional costs for possible repairs that are additionally needed beyond normal wear and tear. If the client continues to use the office space unauthorized (so after termination of the agreement), a different rate will be applied.
4.1 The monthly base costs
The monthly base costs depend on the package the client purchases and the additional service costs. These are invoiced one month in advance. Example: The invoice for August is sent on July 1. If the client wants to stop a recurring service, this must be reported in writing. AllSpace will then discontinue the services starting the next calendar month.
4.2 Advance/deposit
At the start of the agreement, a deposit of one month will be invoiced in addition to the base costs of the agreement. This amount is the same as the monthly base costs of the chosen package. The additional service costs are included in this. All requests for a refund must be requested by the client in writing (via email or letter post). The client is responsible for reclaiming the deposit. The deposit can be requested back up to a maximum of 30 days after termination of the agreement. The deposit can only be refunded provided the client has paid all outstanding claims. If this is not the case, AllSpace reserves the right to withhold the full deposit amount.
4.3 Payment
All invoices will be sent to the client electronically. The client will strive to always make payments via an automated method such as direct debit, iDeal, credit card payments, or other payment methods made available by AllSpace. Cash payments will be rejected at all times.
Invoices must be paid on or before the due date stated on the invoice.
4.4 Taxes and levies
The client agrees to pay all sales, use, and consumption taxes, excise duties, and any other taxes or fees for licenses that the client is required to pay to government authorities.
4.5 Late payments
If the client cannot pay the monthly costs on time, the client will be reminded up to three times in the following month about the outstanding costs. If the payments are still open after reminders, the client will be referred to the relevant debt collection agency with which AllSpace collaborates. If the client has been sent to the collection agency, the payment and the accompanying collection costs must be handled via the collection agency at all times. AllSpace also reserves the right to suspend services until the outstanding costs are settled.
4.6 Reversal of payments
If the client, for whatever reason, decides to reverse or return the monthly costs, this is a reason for AllSpace to immediately terminate the agreement. The client will be informed about this once by email.
4.7 Discounts, promotions and/or offers
If the client benefits from a discount, promotion and/or offer set up by AllSpace, this discount, promotion and/or offer will be terminated without any notice to the client the moment the client acts in material breach of the agreement.
5.1 Compliance statement
As an AllSpace client, you acknowledge the importance of complying with all applicable laws and regulations and maintaining the highest standards of ethical conduct in all our business activities. We are committed to satisfying all relevant legal requirements and industry regulations (including the Money Laundering and Terrorist Financing Prevention Act (WWFT), see https://www.rijksoverheid.nl/onderwerpen/financiele-sector/aanpak-witwassen-en-financiering-terrorisme/veelgestelde-vragen-wwft and the Sanctions Act) applicable to our services and operations as a domicile service provider.
5.2 Internal guidelines
Our company strives for transparency, integrity, and honesty in all our relationships with clients, suppliers, employees, and other stakeholders. We maintain internal guidelines and procedures to ensure that we comply with applicable laws and regulations, and we ensure that our employees are aware of and trained in compliance measures.
5.3 Client Due Diligence
In the context of our client due diligence, for which we must receive documents and data from you, we strive to ensure strict compliance with applicable laws and regulations, including the Money Laundering and Terrorist Financing Prevention Act (WWFT) and the Sanctions Act. Therefore, we would like to point out that we may need additional information from you, depending on the outcome of the initial customer diligence carried out by our employees and compliance officers. Without complete and up-to-date information, we cannot carry out our client due diligence and we are bound to not commence or to cease the provision of services.
5.4 Timely delivery
We kindly request you to provide all requested documentation and additional information within 14 days following the date of our request. This timeframe is essential to conduct our mandatory WWFT client diligence promptly and adequately and to comply with our legal obligations.
5.5 Penalty amount
Should it occur that you do not respond to our request within the specified timeframe, we are forced to impose a penalty amount of €250. This penalty is based on the delay we incur in our compliance process and the possible consequences thereof for our organization. Article 6:74 of the Dutch Civil Code (BW)
We emphasize that imposing a penalty is not our preference and that our intention is to work together towards full compliance with the applicable regulations. However, to safeguard the integrity and reputation of our organization, we must strictly ensure the timely receipt of the necessary information.
5.6 Relevant laws and regulations
As part of our commitment to compliance, we ensure that any infringements or violations of laws or regulations are promptly addressed and resolved. We encourage our employees and stakeholders to report any concerns regarding compliance via our internal whistleblower channels.
5.7 Here are the key WWFT points:
5.7.1 Client Due Diligence: Obligation to identify and verify clients before entering into business relationships.
5.7.2 Identification of Ultimate Beneficial Owners (UBOs): Obligation to identify, verify and document the UBOs of clients.
5.7.3 Risk-based approach: we as an organization must conduct risk assessments to determine which clients and transactions pose a higher risk of money laundering or terrorist financing.
5.7.4 Reporting obligation: Obligation to report unusual transactions or transactions that may be linked to money laundering or terrorist financing to the relevant authorities.
5.7.5 Retention of data: we as an organization must retain relevant information and data concerning clients and transactions for a specific period.
5.7.6 Internal procedures and control mechanisms: we as an organization must implement procedures to ensure WWFT compliance, including training employees and monitoring transactions.
5.7.7 Prohibition on conducting transactions with prohibited persons or countries: we as organizations must prevent doing business with persons or countries subject to international sanctions.
We believe that fulfilling statutory requirements is not only essential for our business operations but also contributes to the trust and reputation of our company in the market. As an AllSpace client, you can trust that we do our utmost to comply with all relevant laws and regulations.
5.8 Transaction monitoring
It is crucial that organizations comply with the requirements for transaction monitoring and third-party payments to ensure the integrity of their business operations and adhere to statutory obligations under the WWFT.
Checks and authorization: Internal checks and authorization processes must be implemented to assure that third-party payments are justified and approved.
5.9 Reporting obligation
As a reporting entity, AllSpace and other businesses falling under the Money Laundering and Terrorist Financing Prevention Act (WWFT) have certain duties to the Financial Intelligence Unit (FIU). These duties include but are not limited to:
6 LIABILITY
6.1 Incurred damage
AllSpace is not liable for damage caused to the person and/or property of the client or third parties by the occurrence and consequences of visible and invisible defects in the office space, the building, or complex of which the office space forms part. Likewise, the occurrence of defects and the consequences of weather conditions, stagnation in the accessibility of the office space, stagnation in the supply of gas, water, electricity, heat ventilation or air conditioning, breakdown of installations and equipment, influx and outflow of gases or liquids, fire, explosion, and other events, disturbance in the enjoyment of using the office space, and disturbance or shortfall in the service provision of AllSpace, except in the case of damage resulting from gross negligence or serious fault of AllSpace regarding the condition of the office space or the building, or the building or complex of which the office space is a part. AllSpace is not liable for business interruption of the client or for damage caused by the activities of other clients or impediments in using the office space caused by third parties.
6.2 Office space liability
The client is obliged to take timely measures to prevent and limit damage to the office space. The client is obliged to notify AllSpace immediately if damage to and/or within the office space has occurred or threatens to occur.
6.3 Service liability
If, for whatever reason, AllSpace cannot offer its services, its liability is restricted to refunding a reasonable portion of the base rate.
6.4 Profit/loss liability
AllSpace is under no circumstance liable for any lost revenue, lost profit, loss of expected (cost) savings, loss or damage to data, claims from third parties, or consequential damage. AllSpace is also not responsible for whether or not the client’s business is successful.
6.5 Insurance against damage
The client is strongly advised to take out insurance covering such losses, damages, costs, or claims.
6.6 Costs incurred from damage
Costs incurred by AllSpace that are caused by the negligence of the client will be billed to the client.
6.7 Liability of employees
AllSpace cannot be held accountable, nor can costs be recovered for errors caused by AllSpace employees.
17 ANNUAL ADJUSTMENT OF RENTAL COSTS
The price of the monthly rental costs will be adjusted on January 1 of the following year. This will be calculated based on the CPI Index.
30 ADDITIONAL SERVICE AND CATERING
Provided these optional desires are present: The price for additional services and catering will be subsequently invoiced per month at the rates published by AllSpace and must be paid within 7 days of the invoice date, unless agreed otherwise.
HOUSE RULES
