GENERAL TERMS AND CONDITIONS
1. PARTIES
These General Terms and Conditions shall apply to the Parties identified in the Agreement to which they are attached. LOOM and the Client shall hereinafter be jointly referred to as the “Parties”.
2. PURPOSE
2.1 Purpose: The purpose of the Agreement is the grant of the right to use flexible workspace within one of LOOM’s flexible workspaces, as identified in the Agreement.
2.2 Services: Each LOOM flexible workspace (individually, a “LOOM Space” and collectively, the “LOOM Spaces”) is equipped with the complimentary services that may be listed from time to time on the website of the relevant LOOM Space (the “Complimentary Services”). The Client may use such Complimentary Services at no additional charge. Access to the Complimentary Services is only available upon contracting one or more workstations within the LOOM Space (individually, a “Designated Workstation” and collectively, the “Designated Workstations”). The LOOM Space is capable of providing the Client with services in addition to the Complimentary Services, including the booking of meeting rooms and offices with different workstation capacities, subject to reservation in accordance with the Internal Regulations attached hereto as Schedule “A” (Internal Regulations) and payment by the Client of the applicable fees for such services in force from time to time.
2.3 Property Rights and Relocation: The space granted under the Agreement shall not confer upon the Client any ownership or tenancy rights, and the grant of use of each space shall in all cases be subject to the proper functioning of the user community. LOOM may change the location of clients occupying fixed workstations whenever required for space optimization purposes, at any time during the term of the Agreement. Such relocation must be notified by LOOM to the Client at least fifteen (15) calendar days in advance so that any user who so wishes may exercise their right of early termination if they do not agree with the relocation. Any relocation of workstations by LOOM shall not affect workstations located within private offices.
3. LEGAL NATURE
3.1 Exclusion of Tenancy Legislation: The services provided by LOOM under the Agreement are centered around granting the Client the right to use flexible workspace within a LOOM Space, but are not limited solely to such grant of space. Furthermore, the Designated Workstations are subject to change, the Parties have broad discretion regarding the duration of the Agreement, and the reciprocal obligations are complex in nature. Accordingly, tenancy legislation shall not apply to the Agreement, and the Parties expressly exclude its application.
3.2 LOOM Internal Regulation: Given the particular complexity of the interrelated relationships between LOOM and the users of the LOOM Space, as well as among such users themselves, and the need for the LOOM Space to operate harmoniously and in a coordinated manner, the Client acknowledges and accepts that LOOM reserves the right to amend these General Terms and Conditions, the Internal Regulations attached as Schedule “A” (Internal Regulations), and the fees that may appear on LOOM’s website and apply to the various services that are the subject matter of the agreements entered into with clients. Any amendments made to such documents shall be notified in accordance with Clause 26 (Update of these General Terms and Conditions) below.
3.3 Waiver of Preferential Acquisition Rights and Goodwill Compensation: Under no circumstances shall the Client be deemed to enjoy any preferential rights over other clients within the LOOM Space. The Client irrevocably waives: (i) any right to goodwill compensation to which it may otherwise be entitled; and (ii) any preferential acquisition rights in relation to the LOOM Space.
4. LOOM COMMUNITY
4.1 Complimentary Community: As the LOOM Space is a co-working environment, the Client acknowledges and accepts that they are encouraged to act as an active member in the creation of a dynamic community composed of the various clients of the LOOM Space from time to time, participating in and actively contributing to activities organized within the LOOM Space, such as training sessions, educational events and workshops, for the benefit of such community (the “Community”). The Community has no legal form, and none of its members receives any remuneration from other clients for their contribution to the Community, other than the benefit each may derive from participating in such events. Clients are further encouraged to share best practices among themselves so that the shared working experience may be enriching, collaborative and satisfactory for all.
4.2 Events: In addition to the foregoing, the Client acknowledges and accepts that educational events, workshops, training activities and other activities benefiting the client community may take place within the LOOM Space, and that common areas may be made available for events, including during the LOOM Space’s normal operating hours. The Client hereby waives any right to bring claims against LOOM or other users of the LOOM Space on these grounds.
5. WORKSPACE
5.1 Types: The workspace contracted by the Client is exclusively the one specified in the Agreement. The various types of workstations and spaces available in each LOOM Space may be described on the website of the relevant LOOM Space and may be updated from time to time. LOOM may introduce new categories of workstations or workspace use. The characteristics of such workstation and space categories are set out below for information purposes only and without prejudice to the particular features of each LOOM Space:
5.1.1 Open-Space Workstations: These are workstations located in open areas that are generally not partitioned. Such workstations may be fixed or flexible, depending on the intensity of use and degree of exclusivity. Unless expressly stated otherwise in the Agreement, the workstations contracted by the Client shall be deemed to be open-space workstations.
(a) Fixed Workstations: Workstations with a specifically designated physical location reserved for the exclusive use of the Client.
(b) Flexible Workstations: Workstations without an exclusive location and whose use may be subject to time limitations.
5.1.2 Offices: These are enclosed spaces within the LOOM Space equipped with one or more desks and workstations. Offices may be contracted either as fixed workstations or as additional services.
5.1.3 Meeting Rooms: These are rooms equipped with meeting tables of varying sizes, which may be contracted by the Client as additional services or whose use may be included in the contracted fee up to the contractually agreed limit.
5.1.4 Event Areas: These are areas designated within each LOOM Space where activities, workshops, corporate events and similar functions may be held. Such common areas may be used for events organized by LOOM or third parties, including during the LOOM Space’s normal operating hours. Event Areas include rooms, meeting rooms, innovation rooms, terraces, gardens and, on occasion, the open-space area.
6. USE OF THE SPACE AND RIGHT OF ADMISSION
The use of the spaces contracted by the Client within the LOOM Space is restricted to the provisions of the Internal Regulations attached hereto as Schedule “A” (Internal Regulations). Any use other than that permitted shall entitle LOOM to terminate the Agreement.
6.1 Office Use: The Client acknowledges and accepts that the use of the LOOM Spaces is limited to office use for strictly professional purposes. Events or celebrations may only be organized in common areas under the supervision, organization, or authorization of LOOM. The Client’s activities within the LOOM Space must be carried out during the operating hours established in the Internal Regulations.
6.2 Access Control: The Client undertakes to comply with, and ensure compliance with, all rules and security measures implemented by LOOM to guarantee surveillance and security at access points to the premises. This shall require the cooperation of users with any measures established by LOOM, particularly with respect to access controls, software, tools, or systems provided for such purpose, which the Client undertakes to respect and use.
6.3 Right of Admission: LOOM reserves the right of admission to its LOOM Spaces in cases of improper use of the premises, insofar as the orderly management of the space, harmonious coexistence among users, and proper use of the facilities are within its authority and responsibility as operator of the premises for the benefit of its clients. Accordingly, the Client acknowledges that, upon prior notice, LOOM personnel may access private offices in order to carry out any repairs required for the proper functioning of the space.
6.4 Use of the Space for Photo and Video Shoots: The use of common areas within the LOOM Spaces and their image for photo shoots, filming, and similar activities (interviews, documentaries, television productions, etc.) shall in all cases require LOOM’s prior authorization, as such activities may be subject to charges for the use of the image of the premises. LOOM may establish an application process for obtaining permits for photo shoots within LOOM Spaces, whether free of charge or subject to a fee, to ensure the proper and orderly use of the space. Excluded from the foregoing are spontaneous photographs and videos intended for personal social media use where the use of LOOM’s image serves to reinforce the quality and aesthetic standards that LOOM strives to provide. Any defamatory or negative use of images of the premises shall constitute sufficient grounds for LOOM to exercise its right of admission and, where appropriate, terminate the Agreement.
6.5 Multiple Use of Workstations: Where the Client contracts a certain number of workstations to be used by a greater number of individuals, the Client acknowledges and accepts that such use shall be subject to the following additional rules:
6.5.1 No more individuals may access the premises simultaneously than the number of contracted workstations.
6.5.2 A limit of two persons per workstation shall apply.
6.5.3 The Client must identify to LOOM at all times the identity of all persons who will use the contracted workstations.
6.5.4 The issuance of a second access card per workstation may be subject to additional charges.
6.5.5 LOOM may implement any additional rules governing the use of and access to such workstations as may be required for the optimal organization and security of the premises.
6.6 Private Spaces. Characteristics and Limits of Use: Within its private space, the Client may authorize its users to consume food and beverages, including alcoholic beverages, under the Client’s sole responsibility. The Client acknowledges and accepts that the premises are licensed exclusively for office use and therefore undertakes to ensure the orderly and professional use of the space by its personnel. Whether the Client has an on-site host or a designated remote host, the Client must notify LOOM in advance of its intention to organize any celebration or event, even if held within its private area, and must also contract the corresponding additional cleaning service. For the purpose of providing the services contemplated herein, the LOOM employee responsible for the relevant LOOM Space (the “Host”) shall be entitled to access the Client’s private space at any time in the performance of their duties as manager of the LOOM Space.
6.7 Scope of the Cleaning Service: The cleaning service provided by LOOM consists of standard daily office cleaning and is calibrated accordingly. It does not include extraordinary cleaning resulting from private celebrations or improper use of the premises. In such cases, LOOM shall be entitled to engage an additional cleaning service and recharge its cost to the Client, after prior notice to the Client. The Client acknowledges and accepts that the cleaning service is outsourced and that LOOM has no employment relationship with the contractor’s personnel, its role being limited to coordinating service instructions.
7. CUSTOMIZATION OF CERTAIN SPACES
7.1 Customization: Where the Agreement provides for the Client’s contracting of fixed workstations located within one of the offices of the LOOM Space, the Client may request and, where approved, carry out customization of such offices using its corporate colors and logos, subject to submission of a detailed project prepared by suitably qualified professionals. The works shall be limited to decoration and ornamental improvements, and no construction works shall be permitted under any circumstances. The proposed customization must also be aesthetically consistent with the overall appearance of the LOOM Space.
7.2 Client Responsibility: All costs, expenses, and taxes shall be borne by the Client, with LOOM held fully harmless. Furthermore, the Client shall obtain insurance coverage deemed sufficient by LOOM before commencing and carrying out such works. The existence of insurance shall not limit the Client’s liability toward LOOM or any other clients of the LOOM Space in the event that such works give rise to costs, expenses, or liabilities.
7.3 LOOM Authorization: As some LOOM Spaces are subject to various levels of local, regional, or national heritage protection, no intervention affecting such protected elements may be carried out without LOOM’s prior written consent following the appropriate consultations. Without limitation, any work involving the painting of the allocated space shall require LOOM’s prior written authorization.
7.4 In all cases, every LOOM Space, particularly at its entrances, shall display LOOM identification and signage featuring the logo in force from time to time, at LOOM’s sole discretion.
8. PERMITS, AUTHORIZATIONS AND LICENSES
The Client shall obtain, at its own expense, all permits, authorizations, and licenses required for carrying out its activities within the LOOM Space. Failure to obtain such permits, authorizations, or licenses shall not entitle the Client to terminate the Agreement early.
9. TERM OF THE AGREEMENT
9.1 Duration: The duration of the Agreement shall be that specified in the Particular Terms and Conditions of the Agreement. If no duration is specified, the Agreement shall be deemed to have a monthly term with automatic renewals for successive periods of equal duration. Notwithstanding the foregoing, either Party may terminate the Agreement without cause, provided that the notice period specified in the Particular Terms and Conditions is observed. Such notice period may range from one (1) to three (3) months depending on the number of workstations contracted and the duration of the Agreement. If the Particular Terms and Conditions do not specify otherwise, the minimum notice period shall be one month. Failure to comply with the required notice period shall oblige the Client to pay the amount corresponding to the unfulfilled notice period so that LOOM’s financial position is equivalent to that which would have existed had the notice period been properly observed.
9.2 Relocation of Open-Space Workstations: Where LOOM needs to allocate a fixed workstation occupied by the Client to another user during the term of the Agreement, LOOM may propose relocating the Client to other fixed workstations within the same LOOM Space and may implement such relocation provided at least fifteen (15) calendar days’ prior notice is given.
If LOOM exercises this right, the Client may either continue in the newly assigned location or terminate the Agreement early without any compensation being payable by LOOM.
10. PRICE
10.1 Pricing Schedule: Use of the LOOM Space is subject to the pricing schedule in force from time to time (the “Pricing Schedule”). The Pricing Schedule may be updated periodically by LOOM, at least every six months. The Agreement sets out the price of the services contracted by the Client in accordance with the Pricing Schedule currently in force.
10.2 Notice and Right of Termination: If the Pricing Schedule changes during the term of the Agreement, the Client shall be notified at least two (2) months in advance. The Client may terminate the Agreement subject to the notice requirements set forth in Clause 9 (Term of the Agreement), but the new Pricing Schedule shall apply from its effective date, and the Client shall have no right to claim compensation from LOOM. The price of the contracted services shall be increased by the applicable Value Added Tax (VAT) at the rate in force from time to time.
11. PAYMENT OF THE PRICE
11.1 Direct Debit: The Price shall be paid by the Client to LOOM within the first five (5) calendar days of each month by direct debit from the account held by the Client with the financial institution specified in the Particular Terms and Conditions of the Agreement, which shall constitute prior notice for all legal purposes. For such purpose, the Client shall sign the corresponding direct debit mandate, which shall be provided by LOOM upon execution of the Agreement. Invoices shall be issued monthly and sent by email.
11.2 Alternative Payment Methods: Any alternative payment method for non-recurring clients may be considered, provided that it complies with LOOM’s policies on anti-money laundering and counter-terrorist financing. Cash payments shall not be permitted under any circumstances. Incomplete or late payment of the Price shall entitle LOOM to terminate the Agreement immediately and to collect any amounts due in accordance with the applicable notice requirements.
12. GUARANTEES
12.1 Security Deposit: The Client shall provide the guarantees specified in the Agreement in favor of LOOM prior to execution of the Agreement, as security for the performance of its obligations thereunder. Such guarantee shall be returned once the Client has irrevocably fulfilled all of its financial obligations under the Agreement, including the expiration of any legal period applicable to the reversal of direct debit payments.
12.2 Breach: Failure to provide or renew the agreed guarantees shall entitle LOOM to terminate the Agreement.
12.3 Keys and Access Cards: LOOM may charge a fee or require an additional deposit as security for the provision of access cards, locker keys, drawer-unit keys, or similar items. Such deposit shall be retained by LOOM if any of the items are not returned. Should the Client require duplicate keys or access cards due to loss or misplacement, LOOM may: (i) charge for the duplicates; (ii) recover their cost from the Security Deposit referred to above; or (iii) require an additional deposit or guarantee upon delivery of keys, magnetic access cards, locker keys, drawer-unit keys, or similar items. The amount shall be €10 per duplicate key or access card. Where such deposit or guarantee has been paid, it shall be returned to the Client upon return of the corresponding key or card to LOOM. If return is not possible, LOOM shall be entitled to retain such amount as security.
13. INTERNET ACCESS AND COMPLIMENTARY WIFI NETWORK
13.1 WiFi and Internet Access: The WiFi network and wired Internet access available at the LOOM Space are provided as complimentary services. If a Client’s business activities are highly dependent upon WiFi connectivity or Internet access, or require access to websites that do not comply with LOOM’s standard security measures, the Client must arrange its own telecommunications and Internet connection, subject to prior request to and approval by LOOM. LOOM shall install the corresponding rack infrastructure in accordance with the applicable Pricing Schedule in force from time to time. Under no circumstances may a Client exceed a daily download volume that is abusive or incompatible with the normal functioning and speed of the shared workspace WiFi connection. The Client shall be responsible for maintaining any such telecommunications or Internet line and shall hold LOOM harmless from any liability arising in connection therewith.
13.2 Prohibited Uses: Internet access and the complimentary WiFi network of the LOOM Space may not be used to upload or download large quantities of data, for example in connection with film production, virtual reality activities, or similar operations. Internet access through any means within the LOOM Space shall not be used to access and/or download protected, inappropriate, unlawful, or criminal content, nor for any purpose that effectively compromises or damages the information technology systems or security systems of the facilities. Nor may Internet access be used for the commission of any criminal offence or administrative infringement. The Client acknowledges and accepts that LOOM’s complimentary network is not secure, as it is shared among users, and therefore undertakes to take all precautions reasonably expected of a diligent business operator. The Client shall hold LOOM harmless against any loss or damage, including loss of data, that may arise.
14. SERVICES AND UTILITIES
The LOOM Space is equipped with running water, electricity, air conditioning, and heating. LOOM shall bear no liability toward the Client for interruptions affecting any services or utilities available at the LOOM Space, including electricity, water, WiFi, or other services. However, LOOM shall use its best efforts to restore any interrupted service as quickly as possible. LOOM accepts no responsibility for the quality of mobile network coverage provided by the Client’s telecommunications operators.
15. REGISTERED ADDRESS, MAIL AND PARCELS
15.1 Registered Address and Duration: Where not prohibited by the owner of the relevant LOOM Space, the Client may, subject to LOOM’s prior written authorization and submission of the required documentation, establish its registered office, business address, employment address, or tax address at the LOOM Space. During the term of the Agreement, LOOM may receive correspondence and parcels addressed to the Client during LOOM staff working hours, provided that such service is used reasonably and appropriately.
15.2 Client Responsibility: LOOM accepts no responsibility whatsoever regarding the receipt, handling, delivery, or condition of such correspondence or parcels. Upon termination of the Agreement, the Client may not continue to maintain its registered office or tax address at the LOOM Space and shall, at its own expense, carry out all necessary or appropriate formalities to change such address. LOOM shall not be responsible for forwarding any correspondence received for the Client after termination of the Agreement. LOOM may destroy such correspondence or parcels within ten (10) days of receipt if no duly authorized representative of the Client collects them from the LOOM Space. The Client shall reimburse LOOM for any costs incurred in destroying correspondence or parcels not collected within the aforementioned period.
16. LIABILITY IN CONNECTION WITH THE USE OF THE SPACE
The Client shall be responsible for the proper use of the LOOM Space throughout the entire term of the Agreement and shall be liable for all loss or damage caused to the LOOM Space, adjacent or nearby premises, or other clients. The Client shall be responsible for any acts or omissions causing damage, whether committed by the Client itself, its employees, contractors, visitors, or invitees. The existence of insurance coverage maintained by the Client shall not reduce or limit the Client’s liability toward LOOM.
17. INSURANCE
Prior to entering into the Agreement, the Client shall have obtained public liability insurance and property damage insurance providing coverage and insured amounts consistent with those that would be maintained by a diligent business operator. Where the Client has been authorized to carry out decorative or ornamental works in the spaces contracted under the Agreement, it shall, prior to commencement of such works, provide evidence of the insurance policies referred to above. The Client waives any right to bring claims against LOOM in relation to the loss of data, documents, equipment, or other property used in connection with its activities within the LOOM Space. The Client shall exercise the standard of care established in the Internal Regulations attached to these General Terms and Conditions in safeguarding such items.
18. OCCUPATIONAL HEALTH AND SAFETY
The Client represents and warrants that it has implemented all measures required by applicable occupational health and safety legislation and that all of its employees have received the necessary training in such matters. The Client shall hold LOOM harmless from any employment-related, health and safety, or workplace liability that may arise as a consequence of the Client’s activities within the LOOM Space. The Client further represents and warrants that no employment relationship exists between its employees and LOOM.LOOM may implement at any time any measures it deems reasonable and prudent to ensure the highest standards of health, hygiene, and safety in the use of its spaces, provided that such measures are properly communicated to all users and complied with on a mandatory basis. Repeated failure by the Client to comply with such measures shall entitle LOOM to terminate the Agreement immediately.
19. REVOCATION OF BENEFITS
In the event that the Client breaches any of its obligations under the Agreement, any benefits, discounts, incentives, concessions, or advantages previously granted to the Client shall be automatically revoked. The Client shall reimburse LOOM for the value of such benefits or their monetary equivalent.
20. RETURN OF THE SPACE
Upon termination of the Agreement, the Client shall return the space used within the LOOM Space in the same optimal condition in which it was delivered. For this purpose, the Client shall pay a fixed amount per contracted workstation (the “Reinstatement Fee”) as follows:
• €66 per workstation for workstations located within offices.
• €33 per workstation for workstations located within glazed offices (which do not require repainting) or fixed workstations in open-space areas.
This amount shall be invoiced and deducted from the Security Deposit referred to in Clause 12 (Guarantees) upon termination of the Agreement. If the Client fails to return the space in the condition in which it was delivered, LOOM may undertake any actions necessary to restore the space to the agreed condition at the Client’s expense and may deduct the corresponding costs from the Security Deposit referred to in Clause 12. Accordingly, the Client shall be obliged not only to: (1) return the contracted space in the same condition in which it was delivered, vacant, clear of occupants, and in perfect condition; but also to (2) remove all of its own furniture, equipment, and belongings as of the termination date of the Agreement. Failing such removal, LOOM shall be entitled to dispose of any items remaining in the space.
21. BREACH
Either Party may terminate the Agreement in the event that the other Party breaches any of its obligations thereunder. The defaulting Party shall be granted a period of five (5) calendar days to remedy the breach, calculated from the date on which notice is given by the non-defaulting Party. The foregoing cure period shall not apply to payment obligations under the Agreement, nor shall any prior notice be required in order to demand performance of an overdue payment obligation. Accordingly, if any payment obligation under the Agreement remains unpaid when due, the other Party shall be entitled to terminate the Agreement without incurring any penalty. Likewise, no opportunity to remedy shall be granted in respect of breaches of essential obligations under the Agreement, including: (a) the obligations set out in Clause 6 (Use of the Space and Right of Admission); (b) the obligations set out in Clause 13 (Internet Access and Complimentary WiFi Network); (c) the obligations set out in Clause 17 (Insurance); and (d) the obligations set out in Clause 18 (Occupational Health and Safety). For the purposes of the Agreement, the commission of any criminal offence within the LOOM Space, as well as any conduct by the Client capable of damaging the reputation of LOOM or the corporate group to which it belongs, shall constitute a breach of the Agreement.
22. DATA PROTECTION
22.1 Data Protection Information: The personal data of the signatories and/or representatives of the Parties shall be processed by each Party as an independent data controller for the purpose of performing this Agreement. The legal basis for such processing is the performance of a contract and the legitimate interests of the Parties. Consequently, failure to provide the required personal data may prevent the contractual relationship from being carried out. The data shall be retained for the duration of the contractual relationship and thereafter for as long as the Parties are legally required to retain it and/or as necessary for the establishment, exercise, or defense of legal claims arising from the processing. The data of the data subjects shall not be transferred to any third country or international organization, and appropriate safeguards shall be adopted where necessary. However, personal data may be disclosed where necessary for the purposes of processing, or where required by law or by a competent authority, to:(i) auditors, lawyers, insurers, accounting firms, external consultants, and service providers, who shall process the data as data processors under the control of the relev ant Party and only to the extent strictly necessary for the provision of contracted services; (ii) the Spanish Tax Agency and other public authorities for compliance with legal obligations, including tax obligations; and (iii) financial institutions for the management of collections and payments. Additionally, on the basis of legitimate interest, LOOM may disclose such data to companies belonging to the Merlin Group for the purpose of centralizing administrative and information technology processes. An up-to-date list of Merlin Group companies can be found in the consolidated annual accounts of Merlin Properties, SOCIMI, S.A., published at: https://www.merlinproperties.com/inversores/informacion-financiera
Data subjects have the right to access, rectify, erase, and port their personal data, and to restrict or object to its processing in certain circumstances. Such rights may be exercised by sending a communication to the postal addresses of the Data Controllers indicated in the heading of the Agreement or to the email addresses specified below, with the reference “Data Protection”, including the data subject’s name, surname(s), address for notification purposes, and the right being exercised. Data subjects may also lodge a complaint with the Spanish Data Protection Agency (AEPD) if they are dissatisfied with the exercise of their rights. In addition, with respect to Merlin Group companies, data subjects may contact the Data Protection Officer by writing to: protecciondedatos@merlinprop.com
or
Paseo de la Castellana 257, 3rd Floor,
28046 Madrid,
Spain.
22.1.1 LOOM:
Paseo de la Castellana 257, 3rd Floor,
28046 Madrid,
Spain
or
protecciondedatos@merlinprop.com
22.1.2 Client:
[insert]
or
[insert email address]
22.2 Data Processor Agreement: If either Party gains access to personal data belonging to the other Party in its capacity as a data processor in connection with the provision of services, both Parties undertake to enter into a Data Processing Agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR).
22.3 Disclosure of Personal Data: LOOM acts as the data controller of personal data necessary for the provision of services of general interest required for the proper management of the Building, including video surveillance, security, concierge services, and access control for security purposes. Since the Client may provide LOOM with personal data other than that of the signatories to this Agreement for the purposes of ensuring the proper management, operation, and security of the Building and/or facilitating the performance of the Agreement, the Client, as the transferring party, warrants that such data has been collected in compliance with applicable data protection legislation and that the relevant data subjects have been duly informed of the disclosure of their personal data for the aforementioned purposes. The Client further undertakes to notify LOOM of any changes affecting the personal data disclosed. For its part, LOOM shall process the disclosed personal data exclusively for the purposes of ensuring the security and proper management of the Building and undertakes to implement the technical and organizational security measures necessary to ensure an appropriate level of protection. Furthermore, in connection with the contracting of workstations, room bookings, printing services, and any similar paid services that may be introduced in the future, LOOM shall act as data controller of the personal data of the Client’s employees. LOOM may disclose such information to the Client on the basis of its legitimate interest in monitoring the use by the Client’s employees of contractual workspace and reprographics allowances, as well as for the economic management of the Agreement. Any such disclosure shall be made between independent data controllers and solely for the purposes described above. In this regard, the Client undertakes to provide the information notice relating to LOOM’s processing activities (attached as APPENDIX I) and to its own processing activities in compliance with Articles 13 and 14 GDPR, and shall indemnify and hold LOOM harmless from any claim, sanction, loss, or damage arising from any failure to comply with this obligation.
23. CODE OF CONDUCT
The Parties declare that they aspire to ensure that their conduct, and that of all persons associated with them, including employees, directors, officers, contractors, collaborators, and all persons forming part of their respective value chains, complies not only with applicable law but also with generally accepted principles of ethics and corporate social responsibility. Accordingly, the Parties apply a policy of zero tolerance toward any act that may be considered corruption, extortion, or bribery in the conduct of business activities. In this regard, the Parties acknowledge and undertake to comply with the principles of integrity embodied in their respective Codes of Ethics or Codes of Conduct published on their corporate websites (www.ir.merlinproperties.com in the case of LOOM) (the “Code of Conduct”). Such Codes of Conduct are binding upon the employees, directors, officers, and collaborators of LOOM and the Client, respectively. Where only one Party has a Code of Conduct, that Code shall apply to both Parties. For these purposes, each Party represents that: (a) the execution of this Agreement has been carried out solely on the basis of the particular circumstances of the other Party and exclusively according to commercial criteria; and (b) it is not aware of any employee, director, officer, or collaborator who, directly or through an intermediary, has requested, offered, promised, provided, or suggested any gift, service, benefit, gratuity, or advantage to any employee or director of the other Party with the intention of facilitating the execution or performance of this Agreement or any amendment thereto, or which may be regarded as an act of corruption, extortion, or bribery, and undertakes not to engage in such conduct in the future. In addition, the Parties acknowledge the existence of the reporting mechanisms established by each Party (Internal Reporting Systems), through which any indication of irregular conduct by employees, directors, officers, or collaborators that may constitute a breach of the applicable Code of Conduct or may be considered corruption, extortion, bribery, or any other criminal conduct may be reported. In compliance with applicable legislation and to ensure maximum protection for whistleblowers, LOOM has outsourced the management of its Internal Reporting System. Accordingly, any third party interacting with LOOM who has reasonable grounds to suspect an irregularity may report it through this confidential and anonymous reporting channel.
24. ASSIGNMENT
The Client may not assign the Agreement, nor any of the rights and obligations arising therefrom, to any third party without the prior written consent of LOOM.
25. NOTICES
Any notice to be given by either Party in connection with the Agreement shall be sent to the addresses specified in the heading of the Agreement. LOOM may also deliver notices to the Client within the relevant LOOM Space. Notices shall be made by email, except for notices relating to breaches of the Agreement by either Party, which shall be delivered through a means that provides evidence of receipt.
26. AMENDMENT OF THESE GENERAL TERMS AND CONDITIONS
LOOM may introduce reasonable amendments to these General Terms and Conditions and/or to the Internal Regulations. Any such amendments shall be communicated to the Client by email to the designated contact person and/or by publication through the corresponding platform or tool. The amendments shall be deemed accepted unless the Client objects to them in text form (for example, by email) within one (1) month of notification of the relevant amendment. LOOM shall expressly inform the Client of this consequence when communicating the amendments. For the purpose of determining whether an objection has been submitted within the prescribed period, the date of dispatch shall be decisive.
27. GOVERNING LAW AND JURISDICTION
The Agreement and all of its appendices and schedules shall be governed by and construed in accordance with the laws of Spain. nThe Parties expressly waive any other jurisdiction that may otherwise correspond to them and submit exclusively to the courts and tribunals of the city in which the relevant LOOM Space is located for the resolution of any disputes arising out of or in connection with the interpretation, performance, or enforcement of the Agreement.
APPENDIX I
DATA PROTECTION INFORMATION
In connection with the contracting of workstations, meeting room bookings, meeting room packages, flexible workstations, document printing services, or any other similar paid service, INNOVACIÓN COLABORATIVA, S.L.U. (hereinafter, “LOOM”) processes your personal data (including your name, surname(s), date and duration of bookings, as well as printing times and paper usage) for the purpose of managing contracting, invoicing, settlement of charges, financial administration of the agreement, and monitoring your use of such additional services. The legal basis for the processing is the performance of a contract. The data shall be retained for the duration of the contractual relationship and thereafter for as long as LOOM is legally required to retain it and/or as necessary to address any liabilities arising from the processing. The data shall not be transferred to any third country or international organization, and appropriate safeguards shall be implemented where necessary. However, the data may be disclosed where necessary for the purposes of processing or where required by law or by a competent authority, to: (i) auditors, lawyers, insurance companies, accounting firms, external consultants, and service providers who access personal data as data processors under LOOM’s authority and only to the extent strictly necessary for the provision of contracted services; (ii) the Spanish Tax Agency and other public authorities for compliance with legal obligations, including tax obligations; and (iii) financial institutions for the management of collections and payments. In addition, the minimum identifying information relating to the use of the services referred to above may be disclosed to your employer on the basis of LOOM’s legitimate interest in enabling your employer to monitor the use by its employees of contractual workspace allowances, reprographics credits, or other similar paid services, as well as for the proper financial management of the agreement entered into with LOOM. Likewise, on the basis of legitimate interest, the data may be disclosed to companies belonging to the Merlin Group for the purpose of centralizing administrative and information technology processes. An up-to-date list of Merlin Group companies can be found in the consolidated annual accounts of Merlin Properties, SOCIMI, S.A., published at:
https://www.merlinproperties.com/inversores/informacion-financiera
Data subjects have the right to access, rectify, erase, and port their personal data, and to restrict or object to its processing in certain circumstances. These rights may be exercised by sending a communication to the postal addresses of the Data Controllers indicated in the heading of the Agreement or to the email addresses specified below, with the reference “Data Protection”, including the data subject’s name, surname(s), address for notification purposes, and the right being exercised. Data subjects may also lodge a complaint with the Spanish Data Protection Agency (AEPD) if they are dissatisfied with the exercise of their rights. In addition, they may contact the Data Protection Officer by writing to:
protecciondedatos@merlinprop.com
or
Paseo de la Castellana 257, 3rd Floor
28046 Madrid
Spain
In relation to LOOM, data subjects may exercise their rights by contacting:
INNOVACIÓN COLABORATIVA, S.L.U.
Paseo de la Castellana 257, 3rd Floor
28046 Madrid
Spain
or by email at:
protecciondedatos@merlinprop.com
ndedatos@merlinprop.com.