Location Partner Terms of Service
Last modified on: 10 March 2022
These general license terms (“Terms”) apply to the agreement (“Agreement”) between Framework Spaces B.V., with its registered and principal place of business at Singel 542, 1017 AZ in Amsterdam, registered with the Dutch Chamber of Commerce under number 83001093 (“Affic”) and any customer of Affic that offers workspace (“Location Partner”).
Hereinafter Affic and Location Partner are collectively referred to as the “Parties” and individually also as the “Party”;
Take the following into consideration:
A. Affic has developed technologies and services that enable sellers of workspace (platform partners) to connect with workspace locations (Locations Partners) to request and book workspaces and related workspace services;
B. Location Partner offers workspaces to customers (“Users”) at their locations;
C. Affic offers Location Partner access to the developed API and/or the Affic platform built by Affic thus allowing platform partners to offer the workspaces available at Location Partner via their channels to potential Users, and related services (the “Services”) as further described on the website and in the ordering process of Affic;
D. Location Partner desires to obtain a license to use the Services only for its own organisation;
E. Affic is willing to grant Location Partner such a license under the terms and conditions set forth in these Terms.
Declare to have agreed as follows:
1. Applicabillity
1. These Terms apply to all agreements, offers, quotations, orders, and other agreements sent by Affic to Location Partner and/or entered into between and by Affic and Location Partner.
2. Deviations from these Terms are only valid if and insofar as they have been expressly agreed in writing between Affic and Location Partner. Deviations shall only apply to the specific agreement to which they have been agreed.
3. General purchase or other general terms and conditions the Location Partner may use are not applicable to the legal relationship between Affic and Location Partner and are hereby explicitly rejected by Affic.
4. If and insofar as specific provisions concluded between Parties conflict with these Terms, the specific provisions shall prevail.
5. The natural person accepting these Terms on behalf of Location Partner guarantees that he or she is entitled to represent and to bind Location Partner to these Terms.
2. License
1. For the term of this Agreement, Affic hereby grants to Location Partner a non-exclusive, worldwide, non-transferable, revocable and non-sublicensable right to access and use the Services as described on the website and in the ordering process of Affic for the purposes of offering and processing the requests and/or bookings of workspaces via Affic and platform partners by Users.
2. Location Partner is only permitted to use the Services in and for its own organisation. Parent companies and subsidiaries of Location Partner do not form part of Location Partner’s own organisation.
3. Location Partner hereby grants Affic a worldwide, royalty-free, sublicensable and non-exclusive right to use all information made available by Location Partner to Affic in order to perform the Services (i.e. include and publish this information on the Affic platform, the advertisement of the workspaces, and making available to platform partners in order to publish it on their platforms or websites in order to process reservations of workspaces) and execute this Agreement and for advertising purposes. Affic is also entitled to edit, shorten, modify, remove, convert or translate (elements of) the information at its own discretion, for the purposes of offering and processing the requests and/or bookings of workspaces via Affic and platform partners by Users.
4. Parties hereby grant each other a worldwide, royalty-free sublicensable and non-exclusive right to use each other’s company name, tradenames, trademarks, logo’s, brands or images to store and display in order to perform the Services and execute this Agreement or for advertising purposes in order to refer to each other’s company as a partner.
3. Access
1. Before using the Services, Location Partner must register with Affic and create an account. By creating an account and/or using any of the Services, Location Partner agrees to be bound by the terms of the Agreement.
2. Access to the Services will be granted by means of e-mail authentication. After verification by Affic, Location Partner will be granted access to the Services without undue delay.
4. Intellectual property rights
1. Location Partner agrees and acknowledges that Affic (or its licensors) are the sole and exclusive owners of all rights, title and interest (including, without limitation, patents, copyrights, database rights, trademarks, trade secrets, and all other industrial and intellectual property rights) in and to the Services and any documentation provided by Affic. This is included but not limited to the underlying software, structure, designs, algorithms and functionalities, the Affic website(s) and accompanying artwork, web design, lay-out and website texts.
2. Affic retains all rights, title and interest in and to any and all existing and future intellectual property rights and all rights related to it, including the licensed intellectual property rights with regard to the Services.
3. Location Partner (or its licensor) remains the owner of (all intellectual property rights relating to) the information made available by Location Partner for the use of the Services.
5. Rights and obligations of Location Partner
1. Location Partner agrees to promote and sell, to the best of its ability, workspaces via the Services, at the price set between platform partner and Location Partner, and will cooperate with Affic regarding the implementation of the Services with due care and skill.
2. Location Partner shall endeavour to only provide up-to-date and correct information about workspaces to Affic and platform partner. Location Partner is at all times responsible for the correct and up-to-date information about the (conditions for making reservations of) available workspaces.
3. Location Partner is responsible for the acquirement and maintenance of the equipment necessary to access and use the Services, including devices and internet connections.
4. Location Partner is responsible for proper installation and configuration of the API developed by Affic through which the Services can be used. Location Partner shall timely inform Affic of any changes within its organisation or other changes that may affect the use of the Services. Location partner will in particular inform Affic in a timely manner of any changes or updates (from suppliers) to their IT systems. Affic shall not be responsible or liable for any damage resulting from such changes or updates.
5. Location Partner shall comply with any instructions provided by Affic for the use of the Services, including these Terms, and shall ensure that its employees do the same.
6. Location Partner is responsible for any use - including unauthorised use - of the Services via its account, and will act and behave in accordance with what may be expected of a responsible and careful internet user. Therefore, when accessing or using the Services, Location Partner agrees not to - or permit any employee or third party to - or attempt to:
a. modify, translate, adapt, arrange or create derivative works of the Services or any parts thereof;
b. decompile, disassemble or reverse engineer, or determine any source code, algorithms, methods, or techniques of the Services;
c. interfere with, damage, or disrupt the operation or any security-related features of the Services;
d. gain unauthorized access to, or restrict or inhibit use by other users of the Services;
e. pose a security risk to the Services or any User(s);
f. use the Services, or any feature thereof in a way that could or does violate any law or the rights any natural person or third party or expose Affic to legal liability;
g. copy and/or use trademarks, domain names, trade names, logos, copyrights or any other information protected by (intellectual property) rights of others, unless Location Partner has been given prior explicit consent to do so;
h. remove, change or obscure any copyright, trademark or patent notices that appear within the Services and any end-user documentation made available to Location Partner;
i. upload, or publish in any other way, materials which Location Partner is not allowed to make public by applicable laws or which violate applicable laws, including but not limited to uploading and sharing of (personal) information that belongs to another person or third party; and
j. provide Affic with information, enter or share information via the Services, that Location Partner know is false, fraudulent, deceptive, inaccurate, misleading.
7. In case of (any suspicion of) infringement or violation of this Agreement, any intellectual property rights, any other right of Affic or any third party, abuse or unauthorised use of the Services by Location Partner, Affic is entitled to (temporarily) suspend and disable any license or Location Partner’s (access to) the Services.
8. Location Partner bears the sole and exclusive responsibility for the provision of its own services to Users (i.e. providing workspaces).
6. Rights and obligations of Affic
1. Affic has outsourced the hosting of the Services to a hosting provider. Agreements have been made with this hosting provider about the availability of the Services and the response and resolution times in case of any problems.
2. Although Affic will make all reasonable efforts in this respect, Affic does not warrant that:
a. the Services will always be, accessible and available, or will work error-free and uninterrupted at all times;
b. all information provided by Affic or platform partner, including all information in the Services, or about Users or reservations, will always be accurate, complete or up-to-date;
c. data transmission will be correct and undamaged at all times, this includes the sharing of (information on) about, but not limited to, the availability, pricing, services at the offered workspaces and the Users or made reservations.
d. the quality of any service, data, or any other information obtained through the use of the Services, will meet the expectations of Location Partner, or are fit for any particular purpose; and
e. all errors that may occur in the Services will be fixed.
3. Affic reserves the right to revise, modify, discontinue or change any facet of the Services at any time or to edit or exclude any information provided by Location Partner without providing prior notification to Location Partner. In the event Location Partner does not agree to the change(s), Location Partner may terminate the Agreement by providing notice in accordance with clause 13.
4. Without prior notice to Location Partner, Affic is entitled to (temporarily) suspend the use of the Services or to restrict the use to the extent that this is necessary for reasonably required immediate maintenance or for necessary immediate adjustments or improvements to the Services (e.g., in the event of a security breach). Affic will however endeavour to provide a reasonable notice of scheduled repairs and maintenance to Location Partner.
5. Affic reserves the right to monitor, review, retain and/or disclose any information of Location Partner as necessary to satisfy any applicable law, regulation, legal process or request by governmental authorities, as well as to disclose the company details of Location Partner to any person or third party stating that materials or any other information provided by Location Partner via the Services constitute a violation of its rights.
6. Affic may further suspend - at its reasonable discretion - the Services or limit the duration of the Services if required by law or industry rules or if Location Partner has failed to comply with material obligations under the Agreement.
7. Support
Affic shall use reasonable commercial efforts to make the Services available to Location Partner for the duration of the Agreement and to make technical customer support available during office hours (9.30 a.m. to 5.30 p.m. CET). Affic will respond to Location Partner within a reasonable time and will use its reasonable efforts to solve the problem.
8. Data protection and privacy
1. Affic qualifies as a controller within the meaning of article 4 paragraph 7 of the General Data Protection Regulation (“GDPR”) regarding the processing of personal data from employees of Location Partner and platform partners. Detailed information on how Affic deals with the protection and processing of this personal data of can be found in the privacy statement of Affic available via https://affic.com/privacy-statement.
2. Location Partner qualifies as a controller within the meaning of article 4 paragraph 7 GDPR regarding the processing of personal data it receives via Affic. Solely Location Partner is responsible and liable for the processing of personal data it receives from Affic and Affic solely facilitates the technical interface between Location Partner and platform partner.
3. Both Parties will comply with (their obligations under) the GDPR and any other applicable laws and regulations concerning privacy and data protection within the Affic of this Agreement.
4. The Services may contain information, including personal data and links to other websites and resources provided by Users or third parties. Affic has no control over the websites, resources or information uploaded by (employees of) Location Partner, platform partners, Users or originated from third parties and assumes no responsibility or liability for such information. Affic shall not be liable for any loss or damage that may arise from Location Partners use of this information.
9. Confidentiality
1. Parties shall not, directly or indirectly, disclose confidential information as defined in 9.2 to third parties, except if the disclosure is i) necessary in connection with the performance of the Agreement between Parties, ii) made pursuant to a legal obligation, iii) the disclosure is expressly permitted under this Agreement, or iv) is made with the express prior written consent of the other Party.
2. With confidential information is meant all information disclosed by or on behalf of Affic or platform partners or Location Partner in whatever medium, in written, oral, visual or electronic form, including all business, financial, commercial, technical, operational, organisational, legal and marketing information which is either marked as being confidential or which would reasonably be deemed to be confidential in the ordinary course of business.
3. Each Party takes all necessary steps to protect the confidential nature of all confidential information of the other Party.
4. The obligation to maintain confidentiality does not apply to information:
a. available to the general public;
b. disclosed to one of the Parties by a third party without any obligation of confidentiality;
c. already in the possession of or known to one of the Parties at the time of disclosure;
d. developed independently of the confidential information by the other Party; or
e. if and to the extent to which one of the Parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.
10. Fees, invoicing and payment
1. Affic will provide the Services to Location Partner at the rates and fees as described on the website and in the ordering process of Affic and will take place in Euro’s.
2. Annually on 1 January the agreed (annual) fees and ongoing payments may be adjusted by Affic, provided that this has been announced to Location Partner at least one (1) month in advance. This adjustment is limited to a maximum of the change of the last published ‘Dienstenprijsindex’ (2015=100)' published by the CBS or its successor. This price increase in accordance with this clause shall under no circumstance give Location Partner the right to terminate the Agreement.
3. Affic also reserves the right to make further price adjustments and to institute new charges at any time (including, for clarity, for any renewal), provided that this has been announced to Location Partner at least one (1) month in advance. Location Partner’s use of the Service following such notification constitutes Location Partner’s acceptance of any new or increased fees.
4. All offers and fees are exclusive of VAT and any other legal levies and taxes and shall be added to Location Partner’s invoice, where appropriate and at the appropriate rate.
5. Affic shall invoice Location Partner for the fees due as set out on the website and in the ordering process of Affic, such invoices shall be due for payment within fourteen (14) days after the invoice date.
11. Force Majeure
1. Neither Party is obliged to fulfil any obligation under the Agreement, including any warranty agreed upon between the Parties, if it is prevented from doing so as a result of force majeure, being events or omissions beyond its reasonable control.
2. Force majeure shall in any case include: i) failures on the part of the hosting provider mentioned in clause 6.1 of this Agreement ii) failures of electricity, internet, computer network or telecommunication services on the part of Affic or its suppliers, iii) war situations.
12. Liability and indemnification
1. The Services are provided "as-is" and “as-available”, to the maximum extent permitted by applicable law. Affic makes no warranties or representations, express or implied, as to any matter, including without limitation non-infringement of third party rights, non-infringement to use data or (the quality, correctness or completion of) any other data or made reservations, merchantability, integration, or fitness for any particular purpose, or that the Services will meet the requirements of the Location Partner or will function properly when used in conjunction with other software or hardware. Furthermore Affic makes no warranties for, nor is in any way responsible or liable for any third party services such as the services of platform partners, software or hardware which may be used to provide access to and use of the Services.
2. In no event shall Affic, or its licensors or subcontractors, be liable for any direct orindirect, consequential, punitive, special or incidental damages, including, without limitation, damages for loss of profits, revenue, business, goodwill, (personal) data, or costs to prevent, mitigate or determine such damages. Affic is also never liable for the services of Location Partner to User or any third-party claims or damages resulting therefrom.
3. Affic shall not be liable for any damages or costs arising out of or related to thereasonable suspension, termination and/or limitation of access to and use of the Services.
4. Affic’s maximum liability for any damages or costs arising out of or related to theAgreement, whether in contract or tort, or otherwise, shall be limited to the amount of the fees Location Partner paid to Affic for the access and use of the Services in one contract year per event giving rise to the liability (for this purpose interrelated events will be treated as a single event), whereby Affic’s total liability in one contract year shall never exceed EUR 5.000,- (five thousand euro’s).
5. The limitations and exclusions mentioned in the previous paragraphs of this clause will cease to apply if and insofar as the damages or costs are the result of or related to the intent or wilful recklessness (‘opzet of bewuste roekeloosheid’) on the part of the management of Affic, or as far as the limitation of liabilities is otherwise in violation of any mandatory legal provisions.
6. Location Partner will defend, indemnify and hold Affic harmless from any demands, claims, damages, liabilities, expenses or harms, including attorney’s fees, of any third party arising out or resulting from: (i) its own use of the Services in violation of the Agreement (ii) any information or other material uploaded or transmitted via its account(s), smartphone or other device that infringes, violates, or misappropriates the rights of any person or third party (including any intellectual property rights or privacy rights), and (iii) the violation of any mandatory law or regulation which applies to Location Partner. Location Partner shall make all reasonable efforts to aid Affic in defending itself against any claims and/or lawsuits, and provide Affic upon first request, without undue delay, with all relevant information that may be necessary to defend itself against and/or settle such claims and/or lawsuits.
13. Duration and termination
1. This Agreement shall enter into effect on the date of creating an account at Affic, for an indefinite period of time and may be cancelled (‘opzeggen’) by either Party, providing at least thirty (30) calendar days’ written notice to the other Party, or is otherwise terminated in accordance with this Agreement.
2. Each Party is entitled to dissolve (‘ontbinden’) the Agreement with immediate effect by means of a registered letter:
a. when the other Party applies for a suspension of payment or is granted a suspension of payment;
b. when the other Party files for bankruptcy or is declared bankrupt;
c. upon the other Party's dissolution or ceasing to do business; or
d. in case a situation of force majeure has lasted for more than sixty (60) days.
3. Affic is entitled to dissolve the Agreement with immediate effect by means of a registered letter:
a. when access to the Services by Location Partner is suspended by Affic pursuant to this Agreement;
b. if Location Partner commits a material breach of any term of the Agreement and Location Partner fails to remedy that breach within a period of seven (7) days after being notified in writing to do so;
c. if Location Partner uses the Services in any manner in which Affic, acting reasonably, believes may adversely impact other Users.
4. A dissolution within the meaning of this clause shall only have effect for the future and shall not oblige the Parties to undo any performance which they have carried out prior to the dissolution.
5. In the event of termination of this Agreement on any ground whatsoever, access to the Services will immediately cease and all and all outstanding debts, such as unpaid fees, shall become due and payable immediately.
14. Governing law and competent court
1. This Agreement and any offer or agreement between Affic and Location Partner are construed in accordance with and shall be exclusively governed by the laws of the Netherlands.
2. Any and all disputes that may arise under or in connection with this Agreement or any offer or agreement between Affic and Location Partner shall be exclusively referred to the competent court in Amsterdam, the Netherlands.
15. Miscellaneous
1. Obligations that are by their nature intended to continue after the end of the Agreement, such as intellectual property, confidentiality, warranties and liability and indemnification, shall continue to exist after the ending of the Agreement for any reason whatsoever.
2. If any provision of the Agreement is found to be invalid, unenforceable, nullified or non-binding, this will not affect the validity of the rest of the Agreement. Parties will enter into consultation with a view to agreeing on a change to that provision, in accordance with the spirit and purport of this Agreement in general and the provision concerned in particular.
3. Affic is entitled to amend this Agreement unilaterally and without prior notice to Location Partner. Only if and to the extent that, in the reasonable opinion of Affic, such an amendment will have a material effect on the Services to which the Location Partner is entitled under the Agreement, Affic will give Location Partner prior notice of the relevant amendments.
4. In the event that Affic would like to assign its legal relationship with Location Partner to a third party, Location Partner hereby grants permission in advance for and its cooperation to such an assignment as required by Article 6:159 (1) of the Dutch Civil Code.
5. Location Partner may not sell, assign, sublicense, transfer, lease, rent, disclose or share its rights or any portion thereof granted under this Agreement.
