1 Service description, tariffs, user fee
1.1 Ruby provides users with high-quality equipped design workspaces in the Ruby Workspaces, including the possibility of wifi use and the provision of coffee and water.
1.2 The following uses are available to Membership users:
- Access to all Ruby workspaces for the user
- Use of multifunctional event and meeting rooms, subject to prior reservation and availability (against payment)
- Creation of an online user account
- On-site support by the office manager(s): Monday to Friday 09:00-17:00 (no guarantee)
1.3 Depending on the chosen tariff, the possibility of using Ruby Workspaces is limited to a certain type and time of use.
1.4 The usage option is not transferable. The membership is personalized and may not be passed on.
2.1 The Ruby Workspaces are equipped, among others, as follows:
- Meeting rooms for paid use subject to availability and in accordance with the respective current Ruby Workspaces fee schedule
- Condense and Connect Units for use according to availability
- Fully equipped kitchen with multifunctional cooking block including large family tables for cooking and enjoying together
- Real wood tables and parquet
- Provision of snacks (paid use)
- W-LAN (throughout the Ruby Workspaces)
- Barista Strainer and Soda Water Dispenser
2.2 The foregoing is for the purpose of describing Ruby Workspaces and does not contain any warranted characteristics or guarantees.
2.3 The User is aware of the condition and equipment of the respective Ruby Workspace on the basis of a thorough inspection. Unless otherwise expressly agreed in this Agreement, the Parties agree that the actual condition of the Ruby Workspace, as far as it was recognizable by inspection during the visit, shall be decisive with regard to the owed condition of the Ruby Workspace.
3 Purpose of use, handover
3.1 User understands that Ruby will periodically host events in the Ruby Workspaces. Ruby will announce such events with reasonable advance notice. The User shall tolerate without compensation any adverse effects resulting therefrom for the User (e.g. restricted access, refurnishing, noise pollution).
3.2 Insofar as official requirements or the obtaining/maintenance of official permits have their cause in the personal or special operational circumstances of the user or in the special circumstances of his business enterprise, the measures and costs associated therewith are the sole responsibility of the user. The user shall comply with any official orders and requirements based thereon at his own expense and shall indemnify Ruby against any claims based on such orders and requirements, even if they are directed against Ruby.
3.3 The User is aware that Ruby makes other spaces in the Ruby Workspaces available to third parties who pursue the same or similar purposes of use as the User. The User is not granted any protection against competition.
4 Ruby Workspaces Code of Conduct
The use of the Ruby Workspaces as a so-called "co-working unit" is necessarily connected with the fact that the Ruby Workspaces are shared by other users. The use of the Ruby Workspaces therefore requires mutual consideration. For this reason, the User undertakes to observe the rules of the Ruby Workspaces Code of Conduct (Appendix 1) at all times. In particular, the User shall treat the equipment of the Ruby Workspaces provided for joint use with other Users with care and consideration and shall show the best possible consideration for the other Users. The User shall leave the workspace used in each case in a tidy state and take his/her personal items with him/her as soon as his/her right of use ends, depending on the tariff.
5 Sales tax option
5.1 Ruby is an entrepreneur within the meaning of § 2 UStG and treats the provision of Ruby Workspaces as subject to VAT pursuant to § 9 para. 1 UStG, waiving the VAT exemption of § 4 no. 12a UStG (option to VAT liability).
5.2 The User declares that he/she is an entrepreneur within the meaning of § 2 UStG and that he/she uses or intends to use the Ruby Workspaces exclusively for sales that do not preclude the User from deducting input tax under the statutory provisions in force at the time this User Agreement is concluded. The User undertakes to provide Ruby with all evidence enabling Ruby to prove to the competent tax authority that the conditions pursuant to § 9 para. 2 sentence 2 UStG are met.
5.3 If the User makes or intends to make any transactions that preclude Ruby's right to deduct input tax under applicable law, or if such transactions are deemed to have been made by a tax authority, e.g. in the course of a tax audit, the User shall notify Ruby thereof in writing without undue delay and reimburse Ruby for any and all damages and other losses incurred by Ruby as a result of the loss of the right to deduct input tax. The User is aware that the amount of possible claims for damages may exceed one annual usage fee. Any increase amounts owed by the User pursuant to the paragraph below shall be credited against the damages.
5.4 If the prerequisite for Ruby's sales tax option pursuant to Section 9 (2) of the German Sales Tax Act (UStG) no longer applies or is not present at the start of use because the User does not use the Ruby Workspaces in whole or in part in accordance with these agreements or does not provide proof of use in accordance with the agreement in a timely manner, Ruby is no longer obligated to separately display the sales tax. Rather, in this case, the previous monthly net usage fee plus an amount equal to the percentage corresponding to the applicable sales tax rate will be owed in the future as a (new) monthly total usage fee without sales tax being shown separately.
5.5 Should the absence of the requirements for the VAT option become known only after the fact, Ruby shall be entitled to correct the invoices issued to date in accordance with the above provision. In this case, the User is obligated to cooperate in a correction procedure pursuant to § 14c (2) UStG and to prove to Ruby in accordance with § 14c (2) sentence 4 UStG that the threat to tax revenue has been eliminated.
5.6 Ruby's claims under this provision shall become time-barred twelve (12) months after the underlying tax assessments have become formally and substantively effective. Possible limitations on claims for compensation under other provisions of this Agreement shall not apply to claims under this clause.
6 Period of use, termination
6.1 Any termination of the user contract must be made in writing. The timeliness of the termination is not determined by the date of dispatch, but by the date of receipt of the termination letter.
6.2 The user relationship is concluded for an indefinite period of time and may be terminated by either party with one (1) calendar month's notice, in each case no later than on the last day of a calendar month.
6.3 The Parties may terminate the User Agreement without notice for good cause. Good cause shall be deemed to exist in particular, but not exclusively, if the User, despite having been warned and given a reasonable period of notice, i) violates the Ruby Workspaces Code of Conduct, ii) uses the Ruby Workspaces facilities to carry out or disseminate illegal, racist, violent, pornographic, disorderly or punishable acts, iii) disregards the rules of conduct on the Internet (clause 7), vi) for two consecutive appointments does not comply with the Ruby Workspaces Code of Conduct. (iii) fails to comply with the Internet Code of Conduct (Section 7); (vi) is in default of payment of the User Fees, or a not insignificant portion thereof, for two consecutive dates, or is in default of payment of an amount equal in the aggregate to two User Fees; or (v) fails to pay the User Fee after a third demand for payment and fails to establish a standing order - unless the fee is billed by credit card.
6.4 If the user continues the use after the expiry of the period of use, the contract of use shall not be deemed to be extended. § Section 545 BGB is waived.
7 Rules of conduct on the Internet
The user alone is responsible for all his actions and omissions in the context of Internet use and undertakes to comply with all applicable legal provisions, in particular the German and European copyright provisions. Copying, distributing or downloading copyrighted material is strictly prohibited. The user shall indemnify Ruby from any third party claims in this regard.
8 Payment of the user fee and extra services according to the fee schedule
8.1 The monthly usage fee is due for payment monthly in advance, at the latest on the third (3rd) working day of the month. It shall be settled by automated debit of a valid credit card issued to the user or, in the case of monthly debits in excess of EUR 500.00, also by direct debit. The credit card or direct debit order must be deposited with Ruby upon commencement of use. The User expressly agrees to the recurring authorization and debiting of his credit card or direct debit account, even if he does not reconfirm the authorization and debiting.
8.2 Booked Extra Services as defined in the then-current Ruby Workspaces Fee Schedule will be invoiced and billed in arrears along with the recurring charge of the Monthly Usage Fee. Invoices will be sent in electronic format via email or via the Ruby Workspace Member Portal.
8.3 Payment by standing order / bank transfer is possible only with the prior express consent of Ruby.
9 Maintenance and use of Ruby Workspaces
9.1 Ruby will maintain the Ruby Workspaces and bear the costs incurred for this purpose.
9.2 Damage to the property or building must be reported to Ruby or its representative as soon as the user notices it. In case of imminent danger, the user will -take the necessary measures himself -as far as possible.
9.3 The user undertakes to close all doors and windows and to turn off the lights when leaving the Ruby Workspace. Furthermore, the user is liable for all damages culpably caused by him, his relatives, his staff, his guests and customers, by persons commissioned by him (e.g. craftsmen, suppliers, etc.) in and at the Ruby Workspaces. The user is responsible for proving that culpable conduct did not occur.
9.4 The user indemnifies Ruby against all claims made against Ruby by private or public third parties due to its operation or due to the effects of this operation.
9.5 The user shall immediately remedy any damage for which he is responsible in consultation with Ruby. If the user does not comply with this obligation within a reasonable period of time even after a written reminder, Ruby may have the necessary work carried out at the user's expense. In the event of imminent danger, a written reminder and setting of a deadline is not required.
9.6 (Technical) Changes to the workspaces Alterations, installations or other redesigns of the Ruby Workspaces are only permitted after written approval by Ruby and at the expense of the user. This applies in particular to the installation of IT cabling.
9.7 The user is responsible for insuring the items brought in by the user against damage of all kinds. Furthermore, the user must take out (business) liability insurance and maintain it for the duration of the usage relationship. Ruby reserves the right to request proof of insurance.
10 Ruby's liability, interference by third parties
10.1 Claims for damages by the user in connection with this contract, including those arising from pre-contractual obligations and tort, may only be asserted insofar as they are
- on intent or gross negligence on the part of Ruby or Ruby's vicarious agents,
- on the negligent breach of a material contractual obligation by Ruby or Ruby's vicarious agents,
- on a negligent breach of duty on the part of Ruby or Ruby's vicarious agents leading to injury to life, limb or health,
- the absence of a warranted characteristic of Ruby Workspaces, or
- on a mandatory legal liability on the part of Ruby or Ruby's vicarious agents.
10.2 If and to the extent that Ruby provides water, district heating, gas and electricity from the supply networks of utility companies, the User shall not, in the event of liability on the part of Ruby in the event of service disruptions, assert any further claims for damages than Ruby is entitled to under the relevant provisions against the respective utility company. The User shall immediately notify both Ruby and the supplying utility company directly of any damage.
10.3 In particular, Ruby assumes no liability for any Internet outages. The user has no right to uninterrupted performance. Furthermore, the user is not entitled to a certain data throughput or a certain speed of the connection. If access to the Internet is interrupted due to a circumstance for which Ruby is not responsible, the User shall have no claims for compensation against Ruby. Ruby shall not be liable for any fault of the Provider or for any damages in connection with the use of the Internet.
10.4 Ruby is not liable for the availability of workstations unless the User has booked the Private Office, Shared Office tariff.
10.5 Reduction claims and/or rights of retention of the User can only be asserted insofar as they are based on legally established or undisputed claims or an initial defect of Ruby Workspace. Claims for restitution of the user according to § 812 BGB remain unaffected.
10.6 All exclusions and limitations of liability contained in this Agreement shall also apply in favor of Ruby's vicarious agents.
11 Access to the Ruby Workspaces, recordings
11.1 Ruby and Ruby's agents may enter all areas of the Ruby Workspaces used exclusively by the User with parties, experts or witnesses during normal business hours for the purpose of exercising the statutory lien, inspecting the structural condition and the functionality and safety of technical equipment in the Ruby Workspaces, preparing for further use of the areas in the Ruby Workspaces, disposing of them or in other similar cases. Unless there is imminent danger, timely notification is required. Ruby shall enter the areas in the Ruby Workspaces accessible to all Users at its discretion.
11.2 Occasionally, photographs and recordings are taken of the Ruby Workspaces for promotional purposes that may depict individuals, including the User. User agrees, to the extent permitted by law, that Ruby may use such photographs and recordings for promotional or similar purposes. Further, User consents to Ruby publishing User's name for such purposes, as well as using User's logos and trademarks on the Ruby Workspaces website and Ruby Workspaces mobile application, at the Ruby Workspaces location, in confidential shareholder materials or prospectuses for potential investors, and in any other advertising directed by Ruby.
11.3 The User acknowledges that, for security reasons, video surveillance is conducted in the public areas of the Ruby Workspaces and expressly consents to this security measure.
12 Final provisions
12.1 Several natural persons or legal entities are jointly and severally liable for all obligations arising from this contract of use.
12.2 If on the part of a party a representative authorized only to represent the entire party participates in the signing of the contract, such representative shall represent not only the party itself, but also the other representative(s) or bodies of such party.
12.3 Should one or more provisions of this license agreement be or become invalid for any reason, this shall not affect the validity of the remaining provisions of the license agreement. In such a case, the parties are required to reach an effective agreement that comes as close as possible to the economic purpose of the invalid provisions. The same shall apply if a loophole requiring supplementation should become apparent during the execution of this contract of use.
12.4 No verbal collateral agreements have been made. Amendments and supplements to this contract of use as well as all declarations of intent to be made vis-à-vis the other contracting party must be in writing in order to be effective. This shall also apply to any agreement waiving this written form requirement.
12.5 The user shall notify Ruby of any changes to his company name in writing without delay.
12.6 This license agreement is subject to German law. -To the extent permitted by law, the place of jurisdiction is Munich.