Terms & Conditions MCA LABS

Definitions

The parties referred to in this Agreement are defined as follows:

a) Provider, we, us, MCA Facilities, MCA LABS as the organization providing the use of the Coworking Space to you. We will be referred to as Provider, we, us or MCA LABS. When we use pronouns to describe ourselves, they will include us and our, as well as other first person pronouns. These terms apply to us as well as to all of our employees.

b) You, the Customer: the undersigned to this Agreement under the field "signed on behalf of You (Customer)". You are the Customer using the above services. We refer to you as you, the Customer. When we use pronouns to refer to you, we will use you and your.

c) Parties: The parties to this Agreement (we and you) shall be collectively referred to as Parties.

d) Workspace, Space, Coworking Space, MCA LABS: The Coworking Space is the common work and recreation space that we provide under this Agreement, located at the address set forth in the special terms of this Agreement. The referral to Workspace in this agreement is a fixed desk or a Private Office.

Description of services

MCA LABS will provide you with access to office space (Private Office), workstations (Fixed Desks) , Internet access, office equipment, meeting space, certain knowledge and any other services that MCA LABS may provide to you from time to time (collectively, the "Services"). These Services are subject to these terms and conditions at all times.

Participation in or use of services

you acknowledge that you are participating in or using the Services of your own free will and initiative. You acknowledge that MCA LABS shall have no liability whatsoever to your access to, participation in, use of the Services, or any loss of information arising from such participation or use.

Servicesincluded in this agreement (The enumeration is non-exhaustive and indicative. Additional and/or more limited and/or adapted services can be provided depending on the nature of the agreement).

Below are some benefits that members may receive as part of their membership (subject to availability):

• Reception and hospitality on weekdays from 8:00 to 18:00
• Inspiring environment and panoramic view over lively playground and the river Scheldt
• 24/7 secured access to coworking facilities
• Free coffee, tea, filtered water.
• Access to fast wireless internet.
• Information displays in the Coworking space.
• Use of certain equipment, workstations, furniture or office supplies..
• Bringmebox for delivery and pickup of packages, storage of personal or office supplies or transfer to other users.
• Even in the "paperless" environment we strive for, printing points are available on request for A4 and A3 printing.
• Hospitality services and local event management at your disposal (for a fee) to host corporate events and/or activities on-site from the MCA Sports and Social Club.
• Use of basic amenities in the Coworking Space, such as air conditioning, heating, electricity, shared kitchen space and shared kitchen equipment
• Maintenance of the Coworking Space
• Free access to open and/or residential events held in the Coworking Space, depending on the formula
• Participation in the MCA Community, conditions to be obtained on request
• Additional services available and possible on request (with or without additional charge):
  • Possibility of food and beverage delivery and list of possible caterers available on request (and at additional cost)
  • Use of conference room with video conferencing facility, multimedia room, classroom facilities, etc. if available and depending on the formula chosen. Price list is available online or on request
  • No parking spaces available on site but there is a public (paid) parking facility less than 250m away
  • Use as business address with exclusion of registered office (at extra cost)

The services may vary and additional fees may be charged for certain services. Certain services may also be subject to additional legal terms and conditions, which will be provided to you when you decide to use that service.

The services do not include services offered by third parties.

Acceptable use of the coworking space

By signing this Agreement, you accept the rules and restrictions below regarding acceptable use of the Coworking Space:

You must not damage the business reputation or physical property of the Provider. You may not act or behave in a manner that creates hazards or disruption to other customers, guests, employees, security personnel, in the Coworking Space.

You must not physically or verbally harass, threaten or otherwise approach others in any way that could violate both the legal and contractual rights of others.

You must not infringe the intellectual property rights of the Provider or any third party.

You must not use the Coworking Space to operate a business of a 'store or trade' nature. You may not engage in any activity in the Leased Space that falls within the scope of the Commercial Rental Law or the Residential Rental Law. Any tax consequence or possible recharacterization of this Agreement is at your expense. You may not use the Coworking Space in a manner contrary to public policy or morality. You are not permitted to upload or otherwise distribute computer viruses or other software on the home network that could damage the property of both the Provider and a third party. If this is the case, the Provider will be entitled to claim compensation for the integral damage.

You may not use the Coworking Space to engage in any activities that could be construed as fraud, artifice or other activities of a malicious nature.

You may not publish or distribute obscene or defamatory material in the Coworking Space or any other material that incites violence, hatred or discrimination.

You may not conduct commercial/marketing/flyer campaigns for your business on MCA LABS premises unless you have obtained an explicit written consent of us to do so.

You must not collect any unlawful information about others, including any imaging (photography, video recording, etc.) of others without their explicit permission.

The principle of prudence should always be applied to the acceptable use of the Coworking Space and services of MCA LABS and all uses and/or actions by you that are not in accordance with this principle should be considered as prohibited and/or inadmissible uses.

No illegal or prohibited use

As a condition of your use of the Services, you may not use the Services and the Coworking Space for any purpose that is unlawful or prohibited by these terms, legal provisions and notices. Regarding use of the network, you may not use it in any manner that could damage, disable, overburden, or impair any MCA LABS server or the network connected to any MCA LABS server, or interfere with any other party's use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, accounts, computer systems or networks connected to any MCA LABS server through hacking, password mining or any other means designed to accomplish the above. You may not attempt to obtain materials or information in a manner not expressly made available through the Services provided.

Reimbursements

As a customer, you agree to pay us a fee ("Fees") for the performance of this Agreement and any additional fees when you use certain services. You will be notified of the specific Fees applicable to the Services at the time of performance and, in any event, you will be required to pay the Fees as set forth in the Special Terms. Fees are payable as described there in. The Fees are always exclusive of VAT and any other amounts payable such as taxes, increase of taxes and fees for additional services.

Services will be automatically billed until you notify us that you wish to terminate your access to the Services. You are responsible for keeping your payment information up-to-date. If you fail to do so, you may be liable for any payment delay fees.

Fees are not refundable.

An overview of the basic Fees for the use of the coworking space are included as Annex 2 to these General Terms and Conditions.

The Provider may at any time, if it deems it necessary, adjust, increase or decrease the Fees without owing any explanation.

The adjustment of the Fee cannot be applied to current agreements. In case of renewal of an agreement, the adjusted Fee shall apply from the first day of entry into force of the (renewed) agreement.

Any adjustment to the Fee shall be clearly communicated on the channels provided for that purpose (website, screens, etc.).

To the extent that the term of the Agreement exceeds 1 year, the Fee will be adjusted annually by operation of law on the anniversary of the effective date of the Agreement.

The adjustment will be made according to the following formula:

(amount of initial Fee x new index)/ base index

The basic (consumer) index is that of the month preceding the conclusion of this Agreement.

The new index (consumer index) will be that of the month preceding the anniversary of the entry into force of the Agreement.

Payment terms and options

With the exception of usage formulas entered into for less than a month, an active usage month is a month during which a Customer has access to the space and the agreed facilities. This period runs from the first to the last day of each month.

All Fees are due on the 20th day of the month preceding an active usage month. For formulas entered into for less than one month, the Fees must also be paid prior to actual use.

Invoices are issued on the 13th day of the month preceding a month of active use.

All optional and/or additional services must be paid in advance.

The Provider reserves the right to charge late fees and/or withhold services if payments are not received on time. This includes revocation of access to any MCA LABS or MCA Campus building. Any amount owed by you, which remains unpaid 10 days after the due date, shall bear interest, by operation of law and without notice from us, at the rate of 1% per month from the due date.

Interest for each month started will be charged for a full month.

Payment methods

Customers can pay by the payment applications provided in the online platform and/or on the website, at least Credit Card and Bancontact (app). Usage formulas of more than 1 month are paid by direct debit except in exceptional justified cases and after written approval by the Provider where payment by invoice can be organized.

MCA LABS does not store any credit card information. These will be managed by an officially regulated entity.

Payment methods can be changed via the MCA LABS portal.

When exercising an Agreement with a term of one year or more, you must provide a security deposit in favour of the Provider for the proper and complete performance of your obligations under this Agreement. This must be done before you are granted access and before the Agreement comes into effect. The amount of the deposit, less any amounts still due, will be refunded to you when this Agreement ends and after the proper and full performance of all your obligations has been established.

A security deposit is equal to the Fee for two months of use and will be adjusted when it changes the user's formula.

The Provider may, at its discretion, decide to use the security deposit in place of the last two months of membership fee, taking into account payment of any damages, or it will be refunded after deducting any damages within one month of the end of the contract.

This deposit is transferable to subsequent contracts.

Liability

MCA Facilities lc or its subsidiaries (whether or not wholly owned), branches, divisions, and close partners such as MCA Community npo and further services and organisations to be created within the concept of MCA, initiated and/or managed by MCA Facilities and their past, present and future shareholders, representatives, employees successors and assigns, both jointly and individually, shall in no event be liable except for gross and wilful misconduct (and in any event limited to the Fees due and paid under this Agreement) for any direct, special, incidental, indirect, tort, consequential or other damages (including, but not limited to, damages for lost profits, loss of confidential or other (proprietary) information, business interruption, personal injury, invasion of privacy, breach of a duty of care (including that of good faith or reasonable care), negligence, and any other property or other type of damage) arising out of or in any way related to participation in or inability to participate in or use the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this Agreement, even in case of fault, tort (including negligence), strict liability, breach of contract or breach of warranty of MCA LABS, and even if MCA LABS has been advised of the possibility of such damages.

If you or any of your guests cause damage to the Coworking Space, you will be held liable, including the cost of repairing or replacing property, infrastructure or other items.

Please note that we are not responsible for the acts or omissions of other Users or their guests. We assume no responsibility or obligation regarding any disputes that may occur between our Users or guests. You hereby indemnify, and agree to hold harmless, MCA LABS and MCA LABS' subsidiaries (whether wholly owned or not), affiliates, divisions and close partners such as MCA Community npo and further services and organizations to be created within the concept of MCA, initiated and/or managed by MCA Facilities and their past, present and future shareholders, members representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based on or arising out of your negligent acts, errors and omissions, intentional misconduct and fraud in connection with the participation in or use of the Services. You further agree that in the event you file a claim or lawsuit in violation of this Agreement, you will be liable for all legal fees and costs incurred by MCA LABS or its respective agents and employees in connection with defending against such claim or lawsuit.

This Agreement constitutes a best efforts obligation, the Provider will work to the best of its ability in performing this Agreement. Although the Provider will perform and/or deliver its services to the best of its ability and judgement, the Provider, does not offer any guarantees with respect to the performance of this Agreement , including the guarantee that this Agreement will correspond to the needs of the Customer.

Storage of goods

It is not permitted to store personal property in the Coworking Space. We are not liable for any loss, damage or destruction of items left in the Coworking Space. If any personal items are left in the Coworking Space, we shall have the right to remove them without incurring any compensation or damages.

You hereby waive any claims for damages you may have with respect to your personal belongings.

In the Coworking Space we apply a clean desk policy, we would like to count on you to observe the following matters as well as possible:

- Documents and ICT materials should be stored in the automated lockers when not in use for an extended period of time/when the desk is left unattended.

- Sensitive or confidential information, when printed, should be removed from printers immediately.

- Individual personal belongings such as bags, books, food, etc. should be stored neatly at/under the desks and should not be left lying around in the aisles .

- Before leaving the desk, care should be taken not to leave any paper or belongings on the desk.

Access details

As part of your Services, you may be asked to set up specific access credentials for the Coworking Space, such as a username and password. You may also receive an access device, such as an electronic access card. You are responsible for the safety, confidentiality and security of your access data or device. You may not share the access data or device with third parties. If you discover that the access data or device has been breached or compromised, you must notify us immediately. You will indemnify us for any consequential damages that such breach of access data or devices may entail.

Authorized users

A company can become a Customer and have authorized users. If you are a corporate user, you must notify us of the name of your company and the authorized users of the Services. We are not responsible for unauthorized access to your company account.

Disclosure of personal information

Confidentiality of data within the campus

a. You acknowledge and agree that you may be exposed to Confidential Information during your participation in and use of the Services. "Confidential Information" means any information, in whole or in part, shared with you by MCA LABS or MCA Community, or any participant or user of the Services or any employee, affiliate or representative thereof, that is non-public, confidential or proprietary in nature.

b. Confidential Information also includes, without being limiting therein, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business matters, any knowledge obtained through investigation or observation of or access to the facilities computer systems and/or books and records of MCA LABS or MCA Community, any analyses, compilations, studies or other documents prepared by MCA LABS or otherwise derived in any way from the Confidential Information and any information that you are required to keep confidential or that you know or have reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to

1. to keep all Confidential Information strictly confidential;
2. never disclose Confidential Information to any third party;
3. not use the Confidential Information in any way that is or may be directly or indirectly harmful to MCA LABS, or any participant or user of the Services.

All confidential Information shall remain the exclusive property of MCA LABS or the respective sharing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Services shall be construed as conferring on you any rights by license, patent, copyright or other (intellectual) property rights in or to Confidential Information of MCA LABS or any participant or user of the Services.

Intellectual property

You agree that all of our copyrights, trademarks, trade secrets, patents and other intellectual property rights belong solely and exclusively to us ("Company IP"). You agree that we own all right, title and interest in and to the Company IP and that you will not use the Company IP for any illegal or unlawful purpose. You agree not to reproduce, distribute or commercialize the Company IP in any way, including electronically or through registration of new trademarks, trade names, service marks, logos or Uniform Resource Locators (URLs), without express written permission from us.

Conversely, this also applies to the service providers of MCA Facilities, MCA Community npo and further services and organizations to be created within the concept of MCA, initiated and/or managed by MCA Facilities, with respect to the Business IP belonging to the Guest or User.

Privacy

You acknowledge and agree that when you use the Internet and telecommunications systems in our Coworking Space, we may monitor your activities to keep our networks and spaces safe.

To create a safe and secure open co-working environment, we may use cameras in the Coworking Space, always in accordance with applicable laws regarding camera surveillance (not the private suites or meeting room), or sensors that detect the number of people present (all spaces). It may also be necessary to collect, store and use additional information beyond the contact information provided under this Agreement to provide access to the building, co-working and other facilities. This information will be handled in accordance with applicable GDPR regulations. If you do not wish to provide this additional information, you agree that you will only have access during business hours and may not have access to other benefits in the co-working environment.

Termination and cancellation

In the case of a contract period that is equal to or longer than 6 months, a User that wishes to terminate their Usage Agreement must do so no later than two months prior to the date of their departure.

We may terminate this Agreement with you at any time for any reason, with or without cause. We may also refuse to renew any renewable agreement you have with us regarding the Coworking Space or the Services. We specifically reserve the right to terminate this Agreement if you violate any of the terms described in this Agreement, including, but not limited to, violating our or a third party's intellectual property rights or failing to comply with our rules, applicable laws or other legal obligations.

If your contract period is less than 6 months, you may also terminate this Agreement at any time by contacting us and requesting termination. In the event of your termination, no refunds will be made. Any accrued fees will remain due and payable even after termination. Upon termination of this Agreement, all provisions which by their nature are deemed to remain in effect after termination shall remain in full force and effect.

Each Agreement shall terminate by operation of law on the termination date of the Agreement. For any Agreement with a term of 1 month or more, a tacit renewal will commence on the termination date for a period equal to the original term of the Agreement, subject to termination by either party as provided above.

Insurance

MCA LABS has a civil liability insurance - operation. As a customer, you are strongly advised to purchase insurance to insure your own equipment/infrastructure/goods and property as well as your employees who will be on the LABS when using our space.

Qualification of your rights

Under no circumstances shall this Agreement be construed to grant you a property right in any MCA LABS property and nothing herein shall qualify this Agreement as a lease. You hereby expressly accept that this Agreement does not constitute a lease within the meaning of the Commercial Rental Act, the Residential Rental Decree or a lease of real estate under common rental law and shall therefore not be able to derive any rights from those respective legal provisions and qualifications.

Modification of the agreement

We may, from time to time and at any time without express notice to you, modify this General Terms. You agree that we have the right to do so, including revising anything contained herein. All changes to this Agreement are effective immediately upon posting to the website, platform, app or any other means of communication with you. All amendments or variances supersede and prevail over any prior version of this Agreement, unless prior versions are specifically referenced or included in the latest amendment or variance to this Agreement.

You should check the Website periodically for changes or modifications. We may also change the scope of the Services/Packages/Standard Formulas. If we do so, and you are not satisfied with the new offer, please contact us.

Shareability

If any part or subpart of this Agreement is declared invalid or unenforceable by a court or a competent arbitrator, the remaining parts and subparts shall continue to apply in full. In such a situation, the remainder of this Agreement shall remain in full force and effect.

To the extent that any part, subpart or provision of this Agreement is held invalid by a court, you agree that for such part, the previous, effective version of this Agreement shall be considered enforceable and valid to the fullest extent of the law.

Force majeure

We shall never be liable for any failure to perform under this Agreement due to causes beyond our reasonable control including, but not limited to, acts of civil authorities, acts of military authorities, (threat of) state of war, riots, insurrection, strikes, embargoes, epidemics, natural phenomena and natural disasters, and other situations that may result from unforeseen circumstances.

Dispute resolution

This agreement is governed by Belgian law. In the event of a dispute between the Parties relating to or arising from this Agreement, the Parties shall first attempt to resolve the dispute among themselves in good faith. If these attempts at personal resolution fail, the dispute shall be finally settled by the competent courts of Antwerp.

Transfer of rights

This agreement shall be binding upon and inure to the benefit of the parties and their heirs, fiduciaries and permitted successors and assigns. Neither party may assign its rights or obligations under this Agreement except to a present or future related party and only upon written notice to the other party.

Joint and several liability and indivisibility

If more than one Customer signs this Agreement, they bind themselves jointly and severally to MCA Facililties for all obligations arising from this Agreement.

Representation

The undersigned representatives executing this agreement on behalf of both parties represent and warrant that they are authorized by their respective governing bodies to enter into this agreement and can bind their respective companies to all the terms and conditions of this agreement.

Notifications

Electronic communication is permitted under this Agreement for both parties, including e-mail or fax. For questions or comments, please email us at the following address: mcalabs@mca.be.

When you become a member of MCA LABS, you are invited to participate in our MCA LABS management platform. This is an integrated system for internet, conference room reservations, billing and payments, access to rooms etc.

The platform can be accessed through the website www.mcalabs.be or through our MCA LABS app (available for iOS and Android).

Conference rooms

MCA LABS offers several conference rooms.

You can book these rooms through your account at www.mcalabs.be. Prices for the rooms are available online or in the app.

Availability and status of meeting rooms can be checked through the website or through the information tablets located outside the door of each meeting room.

Phone booths do not need to be reserved and have no time limit - but we do ask members to be considerate of other members when doing so.

With the exception of full-day bookings not included in the usage plan, which can be booked up to four months in advance, meeting rooms can be booked up to four weeks in advance.

Periodic meetings can also be set up, i.e. weekly team meeting to ensure your slot with minimal effort.

MCA LABS access

The building is normally open Monday through Friday from 8:00 a.m. to 6:00 p.m. (the "Normal Office Hours"), with the exception of holidays. However, we are aware that our members do not always work a regular work schedule and therefore we offer 24/7 access.

However, it is assumed, unless otherwise agreed in writing, that no one will require services beyond access and provision of the space outside Normal Office Hours. If that should prove to be the case, for example on a Saturday, please email mcalabs@mca.be and we will make the necessary arrangements (with or without additional charge). This does mean that you will need to pay attention to certain things if you are the only one in the building, e.g. ensuring that the lights are extinguished, doors are closed back properly and in a timely manner to promote safety etc. Any costs resulting from not respecting the previous agreements in an orderly manner will therefore be charged by MCA LABS.

Standard access is via the main entrance of the Belgica building at 20 De Gerlachekaai. Outside opening hours, the separate access to MCA LABS must be used.

Internet

MCA LABS provides wifi throughout the building. The SSID is "MCA. The password will be sent to you in your welcome email. This password may change periodically and so you are asked to follow the mails carefully.

Guests

MCA LABS users are welcome to bring guests and business associates to the site.

Use the MCA LABS management system to invite guests to MCA LABS, they will receive the necessary access information.

Guests can use the guest wifi. It is open, so they do not need login information.

Hospitality

MCA LABS coworking includes access to a hospitality service. This is run by one of the Hospitality Coordinators in your space. Services include (but are not limited to) booking local hotels, cabs, etc. Parking tickets or subscriptions, bus, train or other mobility tickets or reservations can also be facilitated by the hospitality service at the User's expense. The service will also be happy to help you with any questions you may have regarding the immediate area.

MCA LABS environment

Keeping our space clean, safe and comfortable is a common effort. MCA LABS will have the entire space cleaned a few times a week, but each User should try to keep their own space, desk and/or suite clean. All cups, glasses, cutlery, etc. should be washed at the end of the day or put in the dishwasher or in the appropriate place. Whiteboards should be cleaned (thoroughly) after use for other users of the meeting rooms and break rooms.

Please keep the sound volume at a reasonable and acceptable level for other users (this also applies to phone calls, we have phone booths and meeting rooms can be reserved if needed), quick conversations or listening calls are fine, but we would ask that you do not have loud conversations and meetings in the open work area.

Every Friday evening at 6:00 pm all refrigerators at MCA LABS will be emptied. If you have anything you would like to keep, please report it as such with a bill, otherwise it will be thrown away.

It is your responsibility to make sure that both in your office or on and around your desk, it is clean and free from hazards, obstacles, or disturbance to other members in the room.

The heating and air conditioning system is automated and activated each morning except on weekends, outside of normal business hours and/or on public holidays.

Interruption of membership

If you as a Member wish to take a personal leave of absence e.g. for maternity or paternity leave, MCA LABS gives you the option to freeze your use for up to three months. During this period you will not be able to use the room or its facilities. You may, however, leave your belongings in the space. There is a possibility that your desk will be used by other users during your absence. All terminations of contracts etc. will proceed as normal.

Events

MCA LABS, MCA Facilities, MCA Community npo and further to be created services and organizations within the concept MCA, initiated and/or managed by MCA Facilities will be able to be used occasionally in the evenings and weekends for events. This implies that the public space will be used from time to time and certain zones may be temporarily closed or access may be denied. This will always be done with prior notice..

Information on the use of the facilities can be obtained from the hospitality service.