Terms & conditions
1. THE LINGO
“Authorized Signatory” means an individual authorized to legally bind your company.
“Capacity” means number set forth in the Membership Details Form in the “Capacity” field.
“Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details Form.
“Member” means each person you authorize on your Member List as being allowed to receive the Services (as defined below in 2.a. and 2.b.).
“Member Company” or “you” means the company, entity or individual that enters into a Membership Agreement with Welkin & Meraki and is listed in the Membership Details Form.
“Office Space” means the office number and/or workspace location(s) specified in the Membership Details Form.
“Premises” means a building or portion of a building in which Welkin & Meraki offers or plans to offer offices, workstations, other workspaces and/
or other services to Members.
“Primary Member” means the primary in-Premises Member contact for Welkin & Meraki.
“Start Date” means the date of the Agreement.
“Welkin & Meraki”, “we” or “us” means the Welkin & Meraki entity you are contracting with.
“Welkin & Meraki Member Network” means the Welkin & Meraki members-only online community accessed through the internet or our mobile app.
2. THE BENEFITS OF MEMBERSHIP
- Regular maintenance of the Office Space. Furnishings for the Office Space of the quality and in the quantity typically provided to other Welkin & Meraki Member Companies with similar office space, workstations and/or other workspace, as applicable, in the Premises.
- Access to and use of the Welkin & Meraki Member Network site in accordance with the terms and conditions of services.
- Access to and use of the shared Internet connection in accordance with the terms and conditions of services.
- Use of the printers, copiers and/or scanners available to our Members and Member Companies at the Premises.
- Use of the conference rooms in your Main Premises and use of conference rooms in any other Welkin & Meraki Premises, in each case subject to availability and your prior reservation of such conference rooms.
- Heat and air-conditioning in the Office Space.
- Electricity for reasonably acceptable office use.
- Use within the Premises of the self-service kitchens and beverages (coffee, tea and water) made available therein on the floors.
- Acceptance of mail and deliveries /packages on behalf of your business during Regular Business Hours on Regular Business Days – provided that we are not liable for any mail or packages received without a Welkin & Meraki employee’s signature indicating acceptance.
- Opportunity to participate in members-only events, benefits and promotions.
3. YOUR MEMBERS
4. MEMBERSHIP FEES AND PAYMENTS
a. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form: (i) the Service Retainer Fee, (ii) the Membership Fee for the first month and (iii) the Installation Fee, available on www.welkinandmeraki.com/faq.
b. Membership Fee. During the Term of this Agreement, your Membership Fee should be paid in advance on a monthly basis at the latest before the first day of the month to which the Membership Fee (and the related Services) refers. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you. You agree to pay promptly: (i) all sales, use, excise, value added and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the Membership Details Form. Additional Members will result in additional fees as set forth on welkinandmeraki.com/faq.
On each anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to an automatic three percent (3%) increase of the previous year’s Membership Fee. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you.
c. Invoices and Financial Information. In addition to the first invoicing flow stated in Article 4.a. herewith the invoicing flow during the Term of your Service Agreement. Every 20th day of the month, a detail will be made of all Services received during the period from the 20th day of the preceding month up to and including the 19th day of the current month. This detail will be sent to the Member via e-mail and can also be consulted via the Welkin & Meraki app or portal. Within a period of 48 hours after receipt of the aforementioned detail, the Member should send his comments to Welkin & Meraki. Welkin & Meraki will review the contested Services and credit them regarding the Member if Welkin & Meraki considers these are applicable. If the Member does not protest his detail within 48 hours of receiving it, this will be deemed to be an implicit acceptance of the Services received. Welkin & Meraki will issue an invoice on the 22nd day of the month consisting of the Membership Fee for the coming month and the Services received specified on the approved detail. Welkin & Meraki will send this invoice to the Member. The payment term of 8 calendar days starts from that day. We also refer therefore to Article 4.g.
Welkin & Meraki will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details Form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement. When establishing a new legal entity by the Member and/or each change of legal financial/tax information (such as VAT number, Chamber of Commerce number,… but not limitative) by the Member, the Member must provide this information in full and within a reasonable period of time to Welkin & Meraki, to enable Welkin & Meraki to comply with all its legal and administrative formalities.
d. Late fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on welkinandmeraki. com/faq.
e. Form of Payment. We accept payment of all amounts speciﬁed in this Agreement solely by the methods we communicate to you during the signup process or from time to time during the term of this Agreement (only by bank transfer or credit card, no cash). You are required to inform us promptly of any changes to your payment information. Only a single payment method may be used at any given time to make payments under this Agreement.
f. General conditions on Welkin & Meraki invoices. Our invoices are payable on the bank account number as stated on the invoice issued by the relevant Welkin & Meraki entity. When making the payment, the Member will consider mentioning the relevant invoice number in the notification of the payment instruction. A payment term of invoice date + 8 calendar days must be respected by the Member (see Article 4.b.). In the event of non-payment on the due date of the invoice, an interest rate of 1% per month will automatically and without prior notice of default be charged to the Member. In addition, in the event of total or partial non-payment on the due date of the invoice, a lump-sum compensation will be due without prior notice of default, in proportion to 10% of the invoice amount and with a minimum of € 50.00 per invoice.
Any objection to the detail received that will give rise to the preparation of the invoice must be submitted within 48 hours (see also 4.c.). This objection must be in writing and must be motivated. In the absence of any objection within the stipulated period, the detail of the Services provided is deemed to be fully accepted. The courts of Paris are competent for all disputes concerning invoicing.
g. Outstanding Fees. Any outstanding fees will be charged on a monthly basis. When we receive funds from you, we will ﬁrst apply funds to any balances which are in arrears and to the earliest month due ﬁrst. Once past balances, intrests and administrative costs are satisﬁed, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services (see 2.a. and 2.b.) or terminate this Agreement in accordance with Section 5(c).
h. No Refunds. Except as provided in Sections 5(d) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
i. Business Rates. The Member Company will be liable for any business rate charges that arise from this Agreement and all rate bills will be issued in the name of the Member Company. Welkin & Meraki agrees to pay all business rate bills on behalf of the Member Company and therefore the Member Company authorizes the relevant billing authority to issue rate demands and all correspondences care of Welkin & Meraki and issued to our location General Manager.
The Member Company authorizes our General Manager to manage all business rate accounts on behalf of the Member Company and the Member Company will upon request sign a separate letter of authority to confirm this.
5. TERM AND TERMINATION
a. Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Service Retainer Fee, Installation Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11.00 h on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11.00 h on the ﬁrst Regular Business Day after the Start Date. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall be renewed for the same term as the initial term of the agreement (any term after the Commitment Term, a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on your Membership Details Form, the default Commitment Term shall commence on the Start Date and end twelve (12) months after the Start Date. This Agreement will continue until terminated in accordance with this Agreement. The end date of the Agreement is always at the last calendar day of the month at which the Agreement would end.
b. Termination. No termination by you shall be effective during the Commitment Term and termination by you during the Commitment Term is a breach of this Agreement. If you terminate this Agreement prior to the end of the Commitment Term, your Membership Fees and all other obligations shall become immediately due, in addition to any rights, claims and remedies we choose to pursue in our discretion. Your Service Retainer Fee shall be forfeited immediately as a result of your breach.
The following termination periods must be respected for all Agreements with Welkin & Meraki:
- For Agreements with a Commitment Term of less than or equal to one (1) month, the termination period is three (3) weeks before the End Date.
- For Agreements with a Commitment Term of less than or equal to two (2) months, the termination period is one (1) month before the End Date.
- For Agreements with a Commitment Term of less than or equal to three (3) months, the termination period is two (2) months before the End Date.
- For Agreements with a Commitment Term of more than three (3) months, the termination period is three (3) months before the End Date.
A concrete example: You have an Agreement with Welkin & Meraki with a Commitment Term of twelve (12) months that will start on 01/01/2025 and will end on 31/12/2025. The termination period of this Agreement is three (3) months and so the last opportunity to deliver the Exit Form to us would be on 30/09/2025. If you have not delivered the Exit Form to Welkin & Meraki on that date, the Agreement will continue with the same Commitment Term as initially agreed in the Agreement and this will be so each time until you terminate the Agreement on time. If you terminate the Agreement, you are requested to completely fill in the Move-Out Document with Welkin & Meraki and to sign it 24 hours or at least one (1) Regular Business Day before your departure. If the End Date of the Agreement is in the weekend, the Move-Out will take place on the last Regular Business Day of the calendar month. All Agreements with Welkin & Meraki end always on the last day of the calendar month of the End Date. You will not be entitled to pro ration with respect to the last month’s Membership Fee. For instance, if you vacate your Office Space before the last Regular Business Day of April, you will still owe us the full Membership Fee for the full month of April. On the day of your Move-Out or on the last Regular Business day of this Agreement, you must vacate the Office Space (personal belonging, waste…. except the items listed on the Move-In Document) no later than 16.00 h. Welkin & Meraki reserves the right to take into account all the costs that are necessary to restore the Office Space to its original state and to invoice it in accordance with the lawful nature of this agreement. By default, a cleaning fee of 18,00 € per square meter will be invoiced to the Member at (i) the termination of the Agreement and the associated Move-out from the Office space and/or (ii) the move to another Office space within the Welkin & Meraki Location.
c. Termination or Suspension. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Welkin & Meraki Member Network Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our sole discretion, see ﬁt to do so. You will remain liable for past due amounts and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement. The total contract value and all obligations (see also 5.b.) are immediately due and payable.
An individual Member will no longer be allowed access to the Services and is no longer authorized to access the Main Premises or any Location of Welkin & Meraki upon the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice to you that such Member materially or repeatedly violated this Agreement.
d. Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer but must pay them separately. We reserve the right to recalculate the Service Retainer and to make it claimable for payment if there is a prolongation of the Service Agreement at a higher rate and/or whether there is an increase in the number of workplaces during the Term of your Agreement. We will return the Service Retainer, or any balance after deducting outstanding fees, damage and other costs due to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.
f. Deregistration of Registered Address You may not use an address provided by us as your Registered Address unless you have received our prior written consent. If, following the receipt of such written consent, you are using an address provided by us as your Registered Address, or you change your existing Registered Address to a Registered Address provided by us, upon termination or expiration of this Agreement, you shall complete the deregistration of such address with the relevant local authorities within 30 days of the date of such termination or expiration, and shall provide to us an original updated business license for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed that you have not deregistered the Registered Address and provided to us proof of the same in the form of an updated business license, you agree to pay a percentage of your Membership Fee as follows: for the first whole or partial calendar month: 50%; for the second calendar month: 100%; for the third calendar month and each calendar month thereafter: 150%. Such fees may be deducted from your Service Retainer or separately charged to you, in our sole discretion. In the event that such fees are insufficient to compensate us for our losses incurred due to your breach under this Section 5(f), we shall be entitled to recover such excess losses from you.
6. HOUSE RULES
In addition to any rules, policies and/or procedures that are specific to a Main Premises used by you,
a. You acknowledge and agree that:
- keys, key cards and other such items used to gain physical access to the Premises, or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed.
Any loss, theft and/or damage must be reported immediately and in writing by the Member to Welkin & Meraki. An overview of such reimbursements can be found at www.welkinandmeraki.com/faq.
- you shall promptly notify us of any change to your contact and payment information;
- we will provide notice to you of any changes to Services, fees or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly;
- carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
- all of your Members are at least 18 years of age;
- you shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
- common spaces are to be used by all our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
- you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
- you will be responsible for any damage to your Office Space exceeding normal wear and tear; you may not make any structural or nonstructural alterations, installations of wall attachments, furniture or antennae in the Office Space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the Service Retainer. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information;
- you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
- you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Welkin & Meraki, alongside those of other Member Companies, on a public- facing “Membership” display on www.welkinandmeraki.com, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
b. No member will:
- perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises;
- use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
- misrepresent himself or herself to the Welkin & Meraki community, either in person or on the Welkin & Meraki Member Network;
- take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
- take, copy or use for any purpose the name “Welkin & Meraki” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent and this provision will survive termination of this Agreement;
- use the Office Space in a “retail,” “medical” or other nature involving frequent visits by members of the public;
- use our mail and delivery services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
- make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
- install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance;
- transfer or sublet the Office Space and Parking space made available to him in any form whatsoever;
- allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies or
- bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Office Space or the Premises.
You are responsible for ensuring your Members comply with all House Rules.