GENERAL TERMS AND CONDITIONS OF “THE BRAIN EMBASSY”
MEMBERSHIP AGREEMENTS

These General Terms and Conditions are an integral part of The Brain Embassy Membership Agreements.

1. DEFINITIONS

The following meanings of the terms used in the Membership Agreement, the GTC and the BE Regulations are agreed:

1.1  „BE” or „Operator” – means the company, Real Estate Solutions Spółka z ograniczoną odpowiedzialnością spółka komandytowa, based in Warsaw, which is a party to the Membership Agreement;

1.2  „Private Office” – means a lockable office space intended for the exclusive use of the Member in accordance with the Membership Package purchased;

1.3  „Price List” – means the list of fees for Additional Services attached to the Membership Agreement; the current version of the Price List can be found on the Website;

1.4  „Community Desk” – means the BE Space reception;

1.5  „Community Manager” – means the person appointed by the Operator, responsible for the BE community relations;

1.6  „Member” – means the entity indicated in the recitals to the Membership Agreement that concluded the Membership Agreement;

1.7  „Additional Services” – Means additional services not included in the Membership Package that a Member may purchase for an additional fee indicated in the Price List;

1.8  „Permitted Use” – means the use of the Co-creation Space (BE) for office purposes;

1.9  „Business Hours” – means the hours between 9:00 a.m. and 5:00 p.m., Monday through Friday, excluding bank holidays, when Community Desk staff are available;

1.10  „Complex” – means any location where The Brain Embassy operates (or will operate);

1.11  „Parking Spaces” – means parking spaces located, depending on the location, in the parking lot of the Complex or in the underground garage of the Complex;

1.12  „Meeting Places” – means the part of the BE intended for meetings as indicated by the Operator;

1.13  „General Terms and Conditions” or „GTC” – means these General Terms and Conditions of The Brain Embassy Membership Agreements, as amended and supplemented from time to time;

1.14  „Membership Package” – means a package purchased by a Member specifying the detailed scope of their entitlement;

1.15  „Brain Embassy Space” or „BE Space” – means the part of the Complex where the BE conducts its co-creation project called „The Brain Embassy”;

1.16  „Co-creating Space” – open and closed office space with separate workstations with access to office infrastructure, including a Meeting Place;

1.17  „Reception” – the scope of Services provided by the Operator as described in Section 9 below;

1.18  „BE Regulations” – means the set of rules for the use of the BE Space (the “Regulations defining the principles of use of The Brain Embassy”), constituting an integral part of the Membership Agreement; the current version of the BE Regulations is available on the Website;

1.19  „Complex Regulations” – means the set of rules applicable to the Complex, constituting an integral part of this Agreement, the current version of the Complex Regulations is available on the Website;

1.20  „Parking Regulations” – means the rules governing the use of the Complex parking lots, forming an integral part of this Agreement;

1.21  „Regulations” – Means collectively the BE Regulations, the Complex Regulations and the Parking Lot Regulations. The current versions of all the Regulations are available on the Website and are subject to change;

1.22  „Storage Room” – means that part of the Complex intended for storage space;

1.23  „Party” or „Parties” – means, depending on the context, the BE, the Member or both entities together;

1.24  „Website” –means the Brain Embassy website at brainembassy.com;

1.25  „System” – means the IT system used to support the use of the Services and communication with the Members;

1.26  „Agreement” or „Membership Agreement” – means the Brain Embassy Membership Agreement, including the attachments and annexes, consisting of the following documents: the Agreement, General Terms and Conditions, Regulations;

1.27  „Services” – means the scope of the Member’s entitlement as set forth in the Membership Package;

1.28 „User” – means the person designated by the Member entitled to use The Brain Embassy under the provisions of this Membership Agreement;

1.29  „Compensation” – means the payments due to the BE from the Member based on the provisions of the Membership Agreement, in particular the Compensation for the Membership Package, the Compensation for the Parking Space, the Compensation for the Storage Room

2. GENERAL PROVISIONS

2.1  Based on the terms and conditions defined in the Membership Agreement and GTC, the Member and the Users appointed by them are entitled to non-exclusive use of the common space located in the BE Space and to use the services and entitlements resulting from the Membership Package purchased.

2.2  If the ‘Be Involved-Private Office‘ Membership Package is selected, the Member is entitled to exclusive use of the Private Office indicated in the Membership Agreement.

2.3  Additional Services, including Parking Spaces, Storage Room, etc., may be purchased separately by the Member for an additional fee in accordance with the Price List.

2.4  The rights of the Members and Users are not transferable.

3. MEMBERSHIP PACKAGES

3.1  The Membership Packages are purchased for the number of Users specified in the Membership Agreement. The Member is obliged to inform the BE about any changes concerning the Users. The current list of Membership Packages can be found on the Website.

3.2  The BE admits the possibility of changing the purchased Membership Packages, Private Offices and the number of Users in the form of annexes to the Membership Agreement.

3.3   The Members, who (i) have been Members for longer than 3 months and (ii) who have purchased the ‘Be Together – Hot Desk‘ or ‘Be Together –Dedicated Desk‘ Packages, have the possibility to change the Package purchased to the “Holiday Package” for a maximum of two months per year (calculated as calendar months, i.e. from the first to the last day of the month). The Holiday Package entitles you to a reduction in the membership fee by the amount indicated by the Operator. The change of the Package to the Holiday Package is possible in the form of an annex to the Membership Agreement. After the expiration of the Holiday Package, the package purchased by the Member under the Membership Agreement shall apply. While the Holiday Package is in force, the Member is not entitled to terminate the Membership Agreement (i.e. the Member is not entitled to submit a notice of termination), nor can the Holiday Package period overlap with the notice period.

4. DURATION OF THE MEMBERSHIP AGREEMENT

4.1  The Membership Agreement is concluded for the time period indicated in the Membership Agreement. If the Membership Agreement does not specify the period for which it is concluded, it shall be deemed to be concluded for an indefinite period. The Membership Agreement shall commence on the date specified in the Membership Agreement.

4.2   In the case of a Membership Agreement concluded for an indefinite time period, each of the Parties is entitled to terminate the Membership Agreement by giving one month’s notice effective at the end of the month following the month, in which the notice is given. If the Membership Agreement is concluded for a definite time period, the notice period indicated in the Membership Agreement shall apply. The notice of termination shall be submitted to the other Party to the Agreement in writing or electronically (i.e. bearing a qualified electronic signature).

4.3  The BE shall be entitled to terminate the Membership Agreement at any time with immediate effect in the event:

4.3.1  of gross or persistent breach by the Member or its User of any of the provisions of the Membership Agreement or the Regulations;

4.3.2  a Member permits an unauthorised person to use the Co-creation Space,

4.3.3  a Member uses the subject matter of the Agreement and/or the Services in violation of the Permitted Use.

5. PAYMENT TERMS AND CONDITIONS

5.1   In consideration of the Services covered by the Membership Agreement the Member is obliged to pay the BE the monthly Compensation as specified in the Membership Agreement. Along with the Compensation, the Member shall also pay variable charges, such as charges for additional services, additional printouts or use of the Meeting Place, which have arisen in the month prior to the payment, according to the data resulting from the System.

5.2  The Compensation specified in the Membership Agreement is a net amount, to which the tax on goods and services shall be added, in the amount and rate resulting from applicable regulations. The full-month billing system shall apply.

5.3  The Compensation is payable in advance, on the basis of VAT invoices, within 7 days of the invoice date (unless the Membership Agreement provides otherwise). The BE shall issue VAT invoices by the 20th of the month for the following month. The Member may pay the Compensation by wire transfer to the bank account indicated on the invoice or by using a payment terminal available at the Community Desk. The Member is obliged to provide accurate details for bank transfers (giving the Invoice number and, in the case of a deposit payment, put the word “Deposit” with the name of the entity).

5.4  A Member who is a natural person, not running a business activity, is obliged to pay the Compensation by the 7th day of each month in advance, by bank transfer to the BE’s account (i.e. Real Estate Solutons Sp. z o.o. sp. komandytowa ul. Aleje Jerozolimskie 181 b, 02-222 Warsaw), bank account no.: 71 1140 1010 0000 5307 2200 1001, or by credit card in person at the Community Desk. Once the payment to the BE is made, the Member will receive the appropriate receipt — proof of the sale recording from the fiscal cash register. If you pay in person by credit card at the Community Desk, the BE will issue an appropriate receipt from the cash register along with your payment. If you pay by bank transfer, you can collect the cash register receipt for each payment at the Community Desk.

5.5  The BE shall be entitled to unilaterally change the Compensation (binding on the Member), of which the Member shall be notified one month in advance in writing or by email. If the Member does not agree to a change in the Compensation, the Member may terminate the Agreement with one month’s notice, effective at the end of the month.

5.6  The Member authorises the BE to issue invoices without the recipient’s signature, in electronic form and to send them to the Member’s email address indicated in the Membership Agreement.

5.7  The Parties shall exclude the application of the split payment mechanism (Article 108a and following of the VAT Act) in relation to any payments made by the Member to the BE under the Membership Agreement.

5.8  Pursuant to Article 4c of the Act of 8 March 2013 on the prevention of excessive delays in commercial transactions, the BE states that it has the status of a large entrepreneur.

6. SECURITY

6.1  In order to secure any claims by the BE under the Membership Agreement for the ‘Be Involved-Private Office‘ Package purchased, the Member is obliged to pay to the BE
a security cash deposit (“Deposit”) in the amount of 1-month Compensation, no later than 3 days before the Membership Agreement Commencement Date. The Deposit shall be paid to the following BE bank account: 71 1140 1010 0000 5307 2200 1001.

6.2  Before using the Deposit, the BE shall call on the Member to voluntarily settle the amount due, setting an additional period of 3 days for this purpose via email.

6.3  In the event a Deposit is used by the BE, the Member shall be obliged to replenish the amount of the Deposit to its full amount within 7 days from the date of the email sent to the Member about the BE’s use of the Deposit.

6.4  In the event of: (i) failure to pay the Deposit within the period specified in Section 6.1 above or (ii) failure to replenish the Deposit within the period specified in Section 6.3, the BE shall be entitled to terminate the Membership Agreement for reasons attributable to the Member without notice.

6.5  The BE may credit the amount of the Deposit paid by the Member, in whole or in any part, against any payment due and not paid by the Member under the Membership Agreement, including any incidental dues, interest or in the event the BE suffers any loss caused by the Member’s failure to perform their obligations under the Membership Agreement and the Member fails to pay the amount due within 7 days of the BE’s request by email.

6.6  The deposit (without interest), less any unpaid claims of the BE against the Member, shall be returned to the Member within 30 days from the date of expiry or termination of the Membership Agreement, subject to prior discharge by the Member of all their liabilities towards the BE under the Membership Agreement. If on the date of expiry or termination of the Membership Agreement the Member is in arrears with the payment of any amounts due to the BE, the BE may set off the deposit partially or in full against such amounts.

6.7  In the event that the Member is in arrears for more than 7 days, the BE, after the ineffective lapse of the additional 3-day period given to the Member via email to make the overdue payments, shall have the right to, amongst other things, block the Member’s and their Users’ access to the BE Space, which in no way affects the Member’s payment obligations.

6.8  In the event that the Member is in arrears with payments exceeding 14 days counted from the due date, the BE, after the ineffective lapse of the additional 3-day period given to the Member via email to make the overdue payments, shall have the right to terminate the Membership Agreement with immediate effect.

7. USE OF THE CO-CREATING SPACE

7.1  Full availability of the Services is provided during Business Hours. The Members and Users have access to the Space to the extent consistent with the Membership Package purchased, i.e. 24 hours a day, seven days a week or during Business Hours.

7.2  The Member may use the Co-creation Space in accordance with its intended purpose and the provisions of these Regulations, in a way that does not hinder the use of the
Co-creation Space by other Members.

7.3  The Member shall have the right to invite Visitors, if the Membership Package purchased states so. The Visitors are allowed to stay in the Co-creation Space during Business Hours. The meetings may take place in the Meeting Place or in other designated places
in the Co-creation Space. The Visitors are not allowed in the Co-creation Space without the inviting Member. If the Visitors are to stay in the Co-creation Space for the entire day they are required to purchase a one-time pass.

7.4  The Members are able to use the printing, photocopying and scanning equipment, and other equipment available in the Co-creation Space. As part of each Membership Package, except for the ‘Be Together-Basic‘ Package, the Member is entitled to print 120 black-and-white pages and 20 colour pages per month for free. Printouts exceeding these limits are charged extra according to the Price List.

7.5  The Operator reserves the right to limit access to the Co-creation Space and its functionalities after Business Hours with prior announcement in the System one week prior to the planned date. The Members shall have no claim under these restrictions.

7.6  The Operator may make the Co-creation Space available to third parties for the purpose of making recordings or photos.

8. SUPPORT SERVICE

8.1  Reception services (“Reception”), available during Business Hours, include:

8.1.1  day-to-day management of the Co-creation Space,

8.1.2  assist in the operation of the office equipment,

8.1.3  receipt of postal and courier mail,

8.1.4  receiving and directing visitors to the Meeting Place.

8.2 Upon receipt of a package, the Reception staff will place it in the Member’s letterbox or will notify the Member if a larger package is waiting for them at the Reception desk.

9. SERVICES

9.1  The Services include:

9.1.1  access to Co-creation Space, including Meeting Place, common areas and kitchen area stocked with water, coffee and tea;

9.1.2  use of the BE Space in accordance with the Membership Package purchased;

9.1.3  access to wireless Internet;

9.1.4  access to office equipment, including a printer, under the terms and conditions specified in the GTC;

9.1.5  handling correspondence in accordance with the Membership Package purchased;

9.1.6 access to specialised press and literature available to the BE;

9.1.7  participation in trainings, workshops and other events organised by the BE and use of all development tools provided by the BE;

9.1.8  use of the Meeting Places according to the Membership Package purchased. After the credits (entitlements) included in the respective Membership Package are used up, the use of the Meeting Place is subject to an additional charge. Prior booking of the Meeting Place in the calendar in the System is required. The Meeting Place shall be cleaned by the Member or User at the end of the time for which it was booked;

9.1.9  indication of the BE’s address as the place of conducting business activity within the meaning of Article 16a of the Act of 2 July 2004 on freedom of business activity, if it results from the contents of the Membership Package only in the period of validity of the Membership Package purchased;

9.1.10  access to sanitary facilities.

9.2  The scope of the Services a Member may use, is determined by the scope of the Membership Package purchased. Additional services may be purchased in accordance with the Price List. Adding and opting out of additional services is done by email sent to the address indicated in the Membership Agreement and does not constitute an amendment to the Membership Agreement.

9.3  The use of the Internet connection available in the Co-creation Space for illegal activities, violating or threatening to violate the rights of third parties, and illegal downloading and/or sharing of materials (including materials protected by copyright) or excessive load on the connection by downloading large files for entertainment purposes (e.g. films) is prohibited under pain of immediate and permanent blocking the Internet access of the devices used for such activities. This does not exclude other liability under the law.

9.4  The liability of the Operator for damages caused by the non-functioning or malfunctioning of the Internet connection is limited to the amount of Compensation paid by the Member for the use of this Service for one billing period.

10. ADDITIONAL ARRANGEMENTS

10.1  The Member and each User must observe the Regulations and follow the instructions of the Community Manager. The Member is obliged to inform each User of the need to comply with the Regulations.

10.2  The Member and each User are obliged to take care of the BE Space (including common space and Private Office).

10.3  The Member agrees that the BE may use the Member’s name and logo for marketing purposes, including, in particular, by including the Member’s name and logo in advertising and promotional materials and on websites relating to the activities of The Brain Embassy. The Member may withdraw the above consent at any time by notifying the BE in writing.

10.4  The Member is obliged to take out (on their own, at their own expense) an insurance agreement (with an insurance company of their choice) for their property brought in to the BE and to cover their losses from this insurance first.

10.5  It is forbidden to give access control cards and keys to other persons and to allow access to the Co-creation Space to unauthorised persons. The Member shall not be entitled to sublease, lend, lease or allow free use of the subject matter of the Agreement to a third party, or to transfer their rights and obligations under the Agreement to a third party, without the prior written consent of the Operator.

10.6  The Member must report the loss or damage of the office key/access card to the Operator. The issuance of a duplicate is subject to a fee in accordance with the Price List.

10.7  Upon termination of the Membership Agreement, the Member is obliged to immediately (no later than within 14 days) de-register their seat from the BE Space (in the Register of Entrepreneurs or the Central Registration and Information on Business) and to inform the appropriate tax office about this fact.

10.8  The Parties undertake to keep confidential and not to transmit or use without the consent of the other Party any information concerning the Agreement, including its content and commercial terms and conditions, and information obtained in connection with or on the occasion of the performance of the Agreement. The obligation of confidentiality shall continue for a period of 3 years after the expiry or termination of the Agreement.

10.9  All correspondence between the Parties shall be addressed to the addresses set forth in the Membership Agreement.

10.10  Each Party shall notify the other Party promptly of any change of address. Until such time as proper notice of a change is given, the correspondence addressed to the former address shall be deemed to have been delivered as of the date on which delivery can normally be expected. A change of address does not constitute an amendment to the Agreement.

10.11  Any correspondence sent to the addresses indicated in Sections 10.9 – 10.10 shall be deemed to have been delivered when the first of the following events occurs:

10.11.1  delivery of the parcel,

10.11.2  refusal to accept the parcel,

10.11.3  the expiry of 3 working days from the date of the first delivery notification for a parcel sent by registered mail.

11. PERSONAL DATA PROTECTION

11.1  The information on the processing of personal data of the Member who is a natural person and Users is included in Attachment No. 1 to the GTC.

11.2  Every Member (who is a natural person) and User, in order to receive an access card to the BE Spaces, shall be obliged to fill in the declaration regarding the collection and processing of the personal data provided by an authorised person on behalf of the BE.

11.3  In the case of the Members who are not natural persons, the BE will process the data of the Member’s representatives in order to perform the Membership Agreement. In this case, the Member is obliged to inform its representatives of the BE’s data processing rules by providing an information clause available at: https://brainembassy.com/polish-data-processing-information/

12. FINAL PROVISIONS

12.1  The attachment to the Membership Agreement, in the form in which they are made available on the Website, together with the GTC constitute an integral part of the Membership Agreement. The content of the Regulations, the Price List and the GTC may be amended by the BE. The amended content of the above mentioned attachments shall be binding unless the Member terminates the Membership Agreement within 30 days from the date of the relevant amendment (disclosed on the Website).

12.2  The rights and obligations of the Member are not transferable without the prior written consent of the BE.

12.3  The liability of the Operator is limited to wilful misconduct and actual damage (excluding any indirect damage), whereby the compensation is limited to a contractual penalty in the amount of PLN50 for each violation, but not more in total than the value of the fees paid by the Member for the Membership Package in the calendar month preceding the occurrence of the damage.

12.4  Any disputes that may arise in connection with the execution of this Membership Agreement shall be settled by a common court of law with jurisdiction over the Śródmieście district of the capital city of Warsaw in Warsaw.

12.5  To all matters not settled in the Membership Agreement and GTC, the relevant provisions of the Civil Code shall apply. The Membership Agreement shall be governed by Polish law.

12.6  The Membership Agreement may be concluded in writing or in electronic form (qualified electronic signature). Any changes to the Membership Agreement may be made in writing or in electronic form (qualified electronic signature).

ATTACHMENT NO.1 TO THE GTC – INFORMATION CLAUSE

Who will be the controller of your data?

The controller of your personal data shall be Real Estate Solutions sp. z o.o. sp. k. (the “Controller”, “we”).

What data do we process?

We collect and process information obtained from you, among other things, when:

  • you conclude “The Brain Embassy” Membership Agreement
  • you fill out the forms;
  • you make phone calls to us;
  • you email us;
  • you hand over the documents;
  • we have a meeting;
  • we have the Brain Embassy events you participate in as part of The Brain Embassy membership.

The data we collect may include your name, email address, image and other information necessary for the purposes of data processing, which are presented below for you to read.

For what purpose and on what basis will your data be processed?

We will process your data:

a) based on your consent (Article 6(1) (a) of the GDPR) for purposes related to the marketing and promotion of “The Brain Embassy”, including, in particular, to;

  • send newsletters and emails concerning “The Brain Embassy”, as well as other products and services offered by the entities from the Adgar Group;
  • inform you about products, services, promotions, contests and current events in “The Brain Embassy”, “BeYOURSeLF” and buildings belonging to the entities from the Adgar group;
  • promote “The Brain Embassy”, and “BeYOURSeLF” co-creative space and its community and all activities and events related to them;
  • maintain The Brain Embassy social media profiles and dedicated websites;
  • identify your needs, expectations, satisfaction and interests;
  • adapt the offer to your needs and expectations.

b) conclude and perform “The Brain Embassy” Membership Agreement (Article 6(1) (b) of the GDPR)

c) in order for us to perform our obligations arising from the law, related to our business activity, including tax obligations, reporting obligations, concerning storage of certain documentation, anti-fraud prevention (Article 6(1) (c) of the GDPR

d) in order to pursue legitimate interests of the data controller and other entities from the Adgar Group (Article 6(1) (f) of the GDPR), for example, when we contact you to provide information about the area, respond to your questions, requests, comments and to handle your reports sent via the contact form on the website, in the application or by other means, when we process your data in the course of making compilations, analyses, statistics, reports, for keeping you and others safe, for contacting you and — within the framework of an existing relationship — for direct marketing purposes, for the purposes of redress measures.

Who do we share your data with?

We may share your data, to the extent necessary with:

a) the entities authorised to receive them under the law (e.g. courts, legal protection authorities, administrative bodies, supervisory bodies);

b) the entities that process your data on our behalf (e.g. our service providers in relation to running The Brain Embassy, entities operating our ICT systems or providing us with ICT tools, entities providing consultancy, and advisory services, research agencies, security companies, creative and marketing agencies, training companies, etc.);

c) the owner and manager of the building where The Brain Embassy is located;

d) the entities from the Adgar Group, i.e. the entities which, like us, have capital ties to Adgar Investments & Development Ltd. based in Petah Tikva, Israel. You can find the current list of entities at http://www.adgar.pl/spolki-adgar.

Whenever we share your information, we will ensure that we only share the minimum information necessary.

We belong to the Adgar Group, in which the dominant role is played by Adgar Investments & Development Ltd. based in Petah Tikva, Israel.  Therefore, there may be times when your data is transferred outside the European Economic Area (EEA). If your data is to be transferred outside the EEA, we will ensure that our work with such entities relies on an appropriate legal basis and that they provide appropriate standards of protection.

How long do we keep your data?

We will retain your personal data for the period necessary to fulfil the purposes for which the personal data were collected or for which they are processed; to the extent necessary to comply with any applicable legal requirement or to the extent indicated under applicable archiving or statute of limitations laws, and no longer than 5 years.

To the extent that we process your data on the basis of your consent, we will retain them for the period necessary to fulfil the purposes for which they were collected, but no longer than until you withdraw your consent to their processing.

What are your rights?

Remember that you have the following rights:

a) the right to request access to your personal data, including the right to obtain a copy of such data;

b) the right to request rectification (amendment) of your personal data if the data are inaccurate or incomplete;

c) the right to request the erasure of your personal data (the so-called “right to be forgotten”), as indicated in the GDPR;

d) the right to request the restriction of the processing of your personal data;

e) the right to object to the processing of your personal data;

f) the right to the portability of your personal data;

g) where the processing of your personal data is based on your consent to data processing, the right to withdraw consent at any time without affecting the lawfulness of processing based on consent before its withdrawal;

h) the right to lodge a complaint with a supervisory authority, should you consider that our processing of your personal data breaches the provisions of the GDPR.

Do you have to provide your data?

The provision of your data is voluntary. However, failure to provide your data will result in your inability to conclude The Brain Embassy Membership Agreement and to fulfill the purposes of processing indicated above, including your use of The Brain Embassy.

Who to contact about data processing?

In matters relating to the processing of your data, you can contact us at the following email address: [email protected] or by mail to the following address: Real Estate Solutions sp. z o.o. sp.k., Al. Jerozolimskie 181B, 02-222 Warsaw.