1.                           THE PARTIES

 

These General Terms and Conditions apply to the parties listed in the Agreement to which they are attached (the ‘Agreement’). LOOM and the Client will be collectively referred to as the ‘Parties’.

 

2.                           PURPOSE

 

• Purpose: The purpose of the Agreement is to assign the use of flexible space in one of LOOM’s flexible work spaces, as identified in that
• Services: Each LOOM flexible work space (each one a ‘LOOM Space’) and all of them, the ‘LOOM Spaces’) is equipped with the courtesy services listed at any given time on the LOOM Space website in question (the ‘Courtesy Services’). The Client may use these Courtesy Services at no additional charge. Courtesy Services cannot be accessed without contracting one or more workstations in the LOOM Space (each one a ‘Designated Workstation’ or ‘Designated Workstations’ if there are several. The LOOM Space can provide the Client with additional services to the Courtesy Services, including meeting rooms and offices with various workstations, subject to their reservation in accordance with the Internal Regulations, attached to this document as Schedule ‘A’ (Internal Regulations), and to the Client’s payment of the rate for those services applicable at any given
• Property and relocation rights: The space assigned under the Agreement does not generate property or lease rights in favour of the Client, and the assignment of each space is conditional upon the proper functioning of the user LOOM may change the location of fixed-desk Clients at any time during the term of the Agreement, whenever this may be necessary to optimise space. LOOM must notify the Client of this change 15 calendar days in advance so that the user may exercise their right of early termination if they disagree. This change of workstation location by LOOM does not affect workstations in a private office.

 

3.                           LEGAL NATURE

 

• Exclusion from the Lease Law: LOOM’s services under the Agreement revolve around assigning the Client use of flexible space within a LOOM Space, but are not limited solely to that assignment of space. Given that the Designated Workstations are subject to change, that the Parties have broad powers to determine the term of the Agreement, and also taking into account the complexity of the reciprocal benefits, the Agreement is not governed by tenancy legislation, the application of which the Parties expressly
• LOOM internal regulations: Given the particular complexity of the relations between LOOM and the users of the LOOM Space and among the users themselves, and the need for the LOOM Space to operate in a harmonious and coordinated manner among them, the Client acknowledges and accepts that LOOM retains the right to modify these General Terms and Conditions, the Internal Regulations attached to this Agreement as Schedule ‘A’ (Internal Regulations) and the rates appearing on the LOOM website, applicable to each of the services covered by the various client Any modifications to those documents will be notified as set out in Clause 26 (Update of the general terms and conditions) below.
• Waiver of pre-emption right of purchase and indemnity for loss of clientèle: In no case will the Client be considered to have any pre- emption rights with respect to the rest of the LOOM Space The Client irrevocably waives: (i) any right of indemnity for loss of clientèle to which it may be entitled; (ii) any pre-emption right of purchase in respect of the LOOM Space.

4.                           LOOM COMMUNITY

 

• Gratuitous community: Furthermore, since the LOOM Space is a co- working space, the Client acknowledges and accepts that they are encouraged to act as an active member in building a dynamic community made up of the various clients of the LOOM Space at any given time, by actively participating in and contributing to the activities organised in the LOOM Space, such as training or informative sessions and workshops, for the benefit of that community (the ‘Community’). The above Community has no legal form, and none of its members receives any consideration from the rest of the clients for their contribution to the Community, except for the benefit each of them obtains from participating in the above events. Clients are also encouraged to share their best practises with others so that the

 

experience of working together is enriching, collaborative and satisfying for all.

• Events: In addition, the Client acknowledges and accepts that the LOOM Space may host educational and informative events, workshops or other activities for the benefit of the community of clients and that the common areas may be made available for events, even during the normal operating hours of the LOOM The Client hereby waives any claim against LOOM or the users of the LOOM Space for this reason.

5.                           WORK SPACE

 

• Types: The work space contracted by the Client is that specified in the Agreement only. The various types of workstations and spaces available in each LOOM Space are listed on the LOOM Space website in question and may be updated. LOOM may incorporate new types of workstations or use thereof. For information purposes only, and notwithstanding the special features of each LOOM Space, the characteristics of each of these types of workstations and spaces are as follows:
  • Open space workstations: These are workstations located in open areas that are generally not compartmentalised. These workstations can be fixed or flexible, depending on the amount of working hours and degree of exclusivity. Unless expressly indicated otherwise in the Agreement, workstations contracted by the Client will be understood to be open space workstations.
    • Fixed workstations: These are workstations with a specific designated physical space and for exclusive use by the
    • Flexible workstations: These are workstations without an exclusive location and whose work schedule may be
  • Offices: These are enclosed spaces within the LOOM Space, with one or several tables and workstations. Offices can be contracted as ‘fixed workstations’ or as additional services.
  • Meeting Rooms: These are rooms of various sizes equipped with a meeting table, which can be hired by the Client as additional services or whose use may be included in the contracted rate up to the contractually agreed limit.

 

• Event Areas: These will be those designated areas in each LOOM Space where activities, workshops, company events and similar activities may be These common areas may be used to hold own or third-party events, even within the normal operating hours of the LOOM Space. The following are event areas: rooms, meeting rooms, innovation rooms, terraces, gardens, and sometimes open space.

6.                           USE OF THE SPACE AND RIGHT OF ADMISSION

 

The use of the spaces contracted by the Client in the LOOM Space is restricted to that envisaged in the Internal Regulations, attached to these General Terms and Conditions as Schedule ‘A’ (Internal Regulations). Any other use will entitle LOOM to terminate the Agreement.

• Office use: The Client is aware of and accepts that the use of the LOOM Spaces is restricted to office use for work purposes only. Events or celebrations may be organised in common areas solely under LOOM’s supervision, organisation or The Client’s activity in the LOOM Space must be performed within the hours set out in the Internal Regulations.
• Access control: The Client agrees to comply and ensure compliance with any security regulations and measures implemented by LOOM to ensure surveillance and security in all accesses to the space. This requires collaboration by the users on any measures that LOOM may establish, particularly with regard to accesses, software, tools or systems enabled for this purpose, which the Client agrees to respect and use.
• Right of admission: LOOM reserves the right of admission to its LOOM Spaces, in the event of inappropriate use of the space since, as manager of the space, it is responsible for ensuring orderly management, proper usage, and a harmonious co-existence among users, in the interests of the clients sharing the work space. To this regard, the Client acknowledges that, with prior notice, LOOM staff may access private offices to perform any repair necessary for proper operation of the
• Use of the space for photo and video shoots: The use of LOOM Spaces and their image for photo shoots, filming and similar activities (interviews, documentaries, filming of series, etc.) requires prior authorisation from LOOM since that activity may be subject to a fee for use of the spaces’ image. LOOM may establish a process for requesting

 

permission for photo shoots in LOOM Spaces, with or without cost, in order to ensure the correct and orderly use of the space. Excluded from the above are spontaneous photos and videos for private social networks, in which the use of LOOM’s image serves to reinforce the image of quality and aesthetics that LOOM strives to offer. Any defamatory or negative use of our spaces will be sufficient cause to apply the right of admission in favour of LOOM and, where appropriate, to terminate the agreement if necessary.

• Multiple use of Workstations: If the Client contracts a certain number of workstations to be used by a greater number of people, the Client acknowledges and accepts that this use must observe some additional These are:
  • Only the number of workstations contracted can be accessed in the space at any one time.
  • There is a limit of two people per

 

• The Client must always provide LOOM with the identity of all those people who will use the contracted workstations.
• The issue of a second access card per workstation may be subject to a fee.
• LOOM will incorporate as many rules for the use and access of these workstations as required for the optimal organisation of the space and its safety.

• Private spaces. Characteristics and usage restrictions: In their private space the Client may authorise its users to consume food or beverages, even alcoholic, under their exclusive The Client is aware of and accepts that the space only has an Office licence, and therefore agrees to make an orderly and professional use of the space by all staff. Whether the Client has an on-site or remote host of reference, they must previously inform LOOM of their intention to organise a celebration, even if this is in their private area, as well as hire the corresponding extra cleaning service. For compliance with the service agreement, the LOOM employee in charge of the LOOM Space (the ‘Host’) will be entitled to access the Client’s private space at any time in the exercise of their duties as the person in charge of the LOOM Space.
• Scope of the cleaning service: The cleaning service offered by LOOM includes the standard daily cleaning of the office in use and is coordinated as Therefore it does not include cleaning of an

 

extraordinary nature deriving from private celebrations or an inappropriate use of the space. In that case LOOM is entitled to contract an extra cleaning service and to re-bill it to the Client, following due notice to the Client. The Client acknowledges and accepts that the cleaning service is an external service whereby LOOM has no labour relationship with the contracted staff, and will only coordinate the instructions for the service.

7.                           PERSONALISATION OF CERTAIN SPACES

 

• Personalisation: If the Agreement envisages the Client contracting fixed workstations located in one of the LOOM Space offices, the Client may be permitted to customise those offices with their corporate colours and logos upon presentation of a detailed project prepared by technicians with sufficient professional training. The work must be merely ornamental and decorative, with no building works to be performed under any circumstances. The proposal must also be consistent with the aesthetics of the LOOM Space.
• Client Liability: All costs, expenses and taxes must be borne by the Client with full indemnity for In addition, the Client must have sufficient insurance, at LOOM’s discretion, to commence and complete such work. Taking out any type of insurance does not limit the Client’s liability vis-á-vis LOOM or any of the LOOM Space clients in the event that such insurance gives rise to costs, expenses or liabilities.
• LOOM authorisation: Given that some of the LOOM Spaces are subject to different levels of protection, whether local, regional or state, no intervention affecting this protection may be made without LOOM’s prior written consent, once the appropriate consultations have been Without prejudice to other actions related to the above, it is noted that any work requiring painting of the assigned space is subject to prior written authorisation from LOOM.
• Nevertheless all LOOM spaces, specifically in terms of their points of access and at LOOM’s sole criteria, will have the corresponding LOOM identification and signage, along with the logo in force at any given

 

8.                           PERMITS, AUTHORISATIONS, AND LICENCES

 

The Client must request and obtain, at its own cost, any permits, authorisations and licences required for its activity in the LOOM Space. Failure to obtain those permits, authorisations and licences does not entitle the Client to terminate the Agreement early.

 

 

9.                           TERM OF THE AGREEMENT

 

• Term: The term of the Agreement is established in its Specific Terms and Conditions. If it is not specified, it will be understood to be for a monthly period with automatic extensions of the same duration. Notwithstanding the above, the Parties may terminate the Agreement without cause, provided that the prior notice indicated in the Agreement’s Specific Terms and Conditions is provided, which may be between one (1) and three (3) months based on the number of workstations contracted and the term of the If the Specific Terms and Conditions fail to establish anything, the minimum notice will be considered to be one month. If the above notice is not provided, the Client will be required to pay an amount corresponding to the period not observed, so that the financial impact for LOOM is the same as if the requirements of this section have been met.
• Re-location of open space workstations: If LOOM needs to relocate a given user in a fixed workspace occupied by the Client during the term of the Agreement, it may propose to re-locate the Client in other open space workstations within the same LOOM Space, and to perform that transfer following a notice of at least fifteen (15) calendar Should LOOM make use of this power, the CLIENT may decide between continuing in the new assigned location or terminating the Contract in advance without any indemnity in its favour.

10.                       PRICE

 

• Rate: Use of the LOOM Space is subject to the rate in force at any given time (the ‘Rate’). The Rate may be updated by LOOM periodically, at least every six The Agreement shows the price of the services contracted by the Client in accordance with the current Rate.
• Notice and power of Termination: Should a change in Rate occur during the term of the Agreement, the Client will be notified at least two (2) months in advance. The Client may terminate the Agreement subject to the notice periods indicated in Clause 9 (Term of the Agreement) above, but the new applicable Rate will be applied without the Client having the right to claim any indemnity whatsoever from LOOM. The price of the contracted services will be subject to the corresponding VAT, in accordance with the rate in force at any given

 

11.                       PAYMENT METHOD OF THE PRICE

 

• Direct deposit: The Price will be paid by the Client to LOOM, within the first five (5) days of each month, by direct debit from the account opened by the Client with the entity indicated in the Agreement’s Specific Terms and Conditions, which will serve as notice for legal purposes. To this end, the Client must sign the corresponding direct debit authorisation, which will be provided by LOOM on signing the Agreement. Invoicing will be monthly and via email.
• Alternative payment methods: Any alternative form of payment for non-recurring customers may be considered, although it must be in accordance with LOOM’s policy on the prevention of money laundering and terrorist financing. Payment in cash will not be permitted under any circumstances. Incomplete or delayed payment of the Price will entitle LOOM to immediately terminate the Agreement and collect the corresponding amounts in accordance with the mandatory

12.                       GUARANTEES

 

• Guarantee: Before signing the Agreement, the Client must provide LOOM with the indicated guarantees as security to ensure compliance with its contractual This guarantee will be returned once the Client has irrevocably fulfilled all its financial obligations under this Agreement, including the elapse of the legal deadline for the return of direct debits.
• Breach: Failure to provide the agreed guarantees or renew them will entitle LOOM to terminate the Agreement.
• Keys and cards: LOOM will have the power to collect or require the deposit of an additional guarantee for the delivery of access cards, keys for lockers, drawers or similar objects, that LOOM will retain if any of these objects is not Should the user require a duplicate key or access card to replace those that are lost or misplaced, LOOM may (i) charge the cost of those duplicates, or (ii) recover the cost of these from the above Guarantee or (iii) request an additional deposit or guarantee from the Client for the keys or magnetic cards for access to the spaces, drawers, lockers or similar items. The amount will be €10 for each duplicate key or card. This guarantee or deposit will be returned to the Client when they return that card or key to LOOM. If the Client is unable to do so, LOOM will retain the sum in question.

 

13.                       COURTESY INTERNET AND WIFI ACCESS

 

• WiFi and Internet Access: The LOOM Space WiFi network and wired internet access is a courtesy service. If the activity performed by a given Client is highly dependant on WiFi connectivity or Internet access, or requires access to pages that do not comply with LOOM’s standard security measures, the Client must contract its own telephone and internet network, following the corresponding request and approval from LOOM, which will install the corresponding rack at the Rate applicable at any given time. Under no circumstances may the daily download volume be excessive or detrimental to the normal operation and speed of the shared workspace’s WiFi connection. The Client will be responsible for maintaining that telephone line and Internet, holding LOOM harmless from any liability related to them.
• Prohibited uses: Under no circumstances may the LOOM Space’s courtesy internet or WiFi network be used for uploading or downloading large volumes of information, e., for film production, virtual reality or other similar activities. Under no circumstances may internet access in the LOOM Space be used to access and/or download protected, inappropriate or criminal content or, in general, for any purpose that could compromise or effectively damage the computer systems or security systems at the premises. Nor may the internet be used to commit a crime or administrative offence. The Client acknowledges and accepts that, as a shared network, the LOOM courtesy network is not secure, and must therefore adopt the precautions expected of a reasonable businessman, holding LOOM harmless from any harm or loss that may arise, including those derived from the loss of data.

14.                       SERVICES AND SUPPLIES

 

The LOOM Space is equipped with running water, electricity, air conditioning and heating. LOOM assumes no liability vis-à-vis the Client for any interruptions that may occur with respect to any of the LOOM Space services or supplies, such as electricity, water, WiFi or others, although it will undertake its best efforts to ensure that the interrupted service resumes as soon as possible. LOOM assumes no liability for the quality of client mobile operator coverage.

 

15.                       REGISTERED OFFICE, MAIL AND PARCELS

 

• Registered office and continuity Provided that the owner of a LOOM Space does not prohibit it, the Client may, subject to prior written

 

authorisation from LOOM and provision of the necessary documentation, use the LOOM Space as their registered office for commercial, employment and tax purposes. During the term of the Agreement and during its staff’s working hours, LOOM may accept correspondence or parcels received in the Client’s name, although this service is subject to reasonable and proper use.

• Client Liability: LOOM assumes no liability for the Receipt and delivery of that correspondence and parcels, their condition at delivery, etc. Following Agreement termination, the Client may no longer use its registered or tax address in the LOOM Space and should bear the cost of any procedures as necessary or advisable for that purpose. Furthermore, LOOM will not be responsible for forwarding any correspondence the Client may receive at the LOOM Space once the Agreement is terminated, and may destroy it within ten (10) days of receipt if no Client representative with sufficient powers comes to the LOOM Space to collect it. The Client must reimburse LOOM for any amount incurred in destroying the correspondence and parcels not collected by the Client within the aforementioned period.

16.                       LIABILITY FOR USE OF THE SPACE

 

The Client is liable for using the LOOM Space properly for the entire duration of the Agreement and is liable for all harm and loss they may cause in the LOOM Space or adjacent or nearby spaces, or to other clients. The Client will be liable for any acts or omissions that result in damage, whether their own or those of their employees and visitors. Taking out insurance does not diminish the Client’s liability vis-à-vis LOOM in any way.

 

17.                       INSURANCE

 

Before signing the Agreement, the Client must have taken out civil liability insurance and damage insurance providing the coverage and insured amounts expected of a reasonable businessman. If the Client is authorised to perform decoration work in the spaces contracted under its Agreement, it must prove, before any work commences, that it has taken out the corresponding insurance policies, as specified above in these General Terms and Conditions. The Client waives its right to file a claim against LOOM for the loss of data, documents, equipment and other belongings with which it conducts its activity in the LOOM Space, and will use the standard of care set out in the Internal Regulations attached to these General Terms and Conditions for safekeeping.

 

18.                       OCCUPATIONAL RISK PREVENTION

 

The Client declares that they have taken the legally required measures to prevent occupational hazards and that all their employees have received training on this material. The Client will hold LOOM harmless for any employment or safety liability that may arise as a result of their activity in the LOOM Space. The Client declares that there is no labour relationship between their employees and LOOM.

 

LOOM may at any time implement any measure considered reasonable and prudent to ensure the maximum safety and hygiene in the use of its spaces, appropriately notifying this to all of its users for their compulsory compliance. The persistent breach by the Client of these measures will entitle LOOM to immediately terminate the Agreement.

 

19.                       REVOCATION OF SERVICES

 

If the Client breaches its obligations under the Agreement, any agreed services will be revoked and the Client must reimburse LOOM for those services or pay an equivalent amount.

 

20.                       RETURN OF THE SPACE

 

Upon termination of the Contract, the Client must leave the space used in LOOM in the same optimal conditions in which it was delivered to them. To this end, the Client will pay a fixed amount for each contracted workstation (Replacement Fee) as follows:

 

• €66/workstation, in the case of workstations within offices.
• €33/workstation, in the case of workstations with glass walls offices (that do not require painting) or fixed workstations in open spaces.

 

This amount will be invoiced and deducted from the Guarantee mentioned in Clause 12 (Guarantees) at the end of the Contract.

 

In case of failure to fulfill the obligation to leave the space as it was delivered to the client, LOOM may take the necessary actions to restore the space to the agreed conditions, at the Client’s expense, also deducting the cost of said repairs from the Guarantee mentioned in Clause 12.

 

Therefore, the Client must not only 1) return the rented space in the same conditions in which it was delivered, empty and clear, and in perfect condition; but also (2) remove all its own furniture and belongings by the date of contract termination. Otherwise, LOOM is authorized to dispose of any items not removed within that timeframe.

 

 

21.                       BREACH

 

Either Party may terminate this Agreement in the event of breach by the other of its contractual obligations, following a period of five (5) calendar days in which rectify the breach, as of the moment at which the party in compliance notifies the party in breach of this situation. No breach of the financial obligations envisaged in the Agreement may be remedied, nor is prior notice to the non-performing party necessary in

 

order to demand performance of the unfulfilled obligation. Accordingly, if any payment obligation under this Agreement is not fulfilled, the other Party will be entitled to terminate the Agreement without any penalty whatsoever. Nor will it be possible to remedy any breach of an essential obligation under the Agreement, such as those provided in Clause 6 (Use of the Space and Right of Admission), Clause 13 (Internet and WiFi Network Access), Clause 17 (Insurance) and those of Clause 18 (Occupational Risk Prevention). Breach of this Agreement will be understood as the perpetration of any offence in the LOOM Space, as well as any action by the Client that may compromise the reputation of LOOM or the business group to which it belongs.

 

22.                       DATA PROTECTION

Data protection information: Each of the Parties will process the personal data of the signers and agents of the Parties individually as a data  controller  for  the  execution  of  this  Agreement. The legal basis for processing is the execution of an agreement and the Parties’ legitimate interest. Hence, failure to provide personal data could prevent execution of the contractual relationship.

The data will be retained for the duration of the contractual relationship and afterwards for as long as the Parties are bound to store them as required by law or to respond to potential liabilities that arise during the processing.

The data of the data subjects will not be transferred to third countries or to international organisations, and suitable measures must be taken in this regard. Nevertheless, if necessary for purposes of the processing or if required by law or by a competent authority, the data may be disclosed to: (i) auditors, lawyers, insurers, accounting firms, and other external consultants and providers of goods or services, who will be able to access the personal data as data processors in charge of processing insofar as is strictly necessary to provide the services they are engaged to provide; (ii) the Tax Authorities and other government bodies as required by law, e.g., to comply with tax obligations; and (iii) financial institutions to manage collections and payments. Furthermore, for reasons of legitimate interest, LOOM will transmit the data to companies in the Merlin Group to centralise administrative and IT processes. An updated list of Merlin Group companies is available in the consolidated financial statement of Merlin Properties, SOCIMI, S.A., published at https://www.merlinproperties.com/inversores/información- financiera.

 

Data subjects may in certain cases exercise their rights of access, rectification, or erasure to/of their data or restriction of or objection to processing of their data by sending a letter to the postal addresses of the Data Controllers set forth in the preamble or by writing to the email addresses listed below, under the subject line «Data Protection» [«Protección de Datos»], stating their name and surname(s), an address for purposes of notice, and the right they are interested in exercising. They may also lodge complaints with the Agencia Española de Protección de Datos [Spanish Data Protection Agency] (www.aepd.es), particularly if they have not been able to exercise their rights to their satisfaction. In addition, the Data Protection Officer for Merlin Group companies may be contacted by writing to protecciondedatos@merlinprop.com or to Paseo de la Castellana 257, 3ª Planta, 28046 Madrid.

LOOM: Paseo de la Castellana 257, 3ª Planta, 28046 de Madrid or

protecciondedatos@merlinprop.com

 

• Data processor: If either Party accesses personal data belonging to the other Party as a data processor for purposes of providing a service, the Parties will be required to sign a Data Processing Agreement in the terms of Article 28 General Data Protection Regulation.
• Disclosure of data: LOOM is data controller for the personal data required to provide specific services of general interest for proper management of the Property, e.g., video surveillance, security, concierge services, and access control for security purposes. The Customer may need to disclose personal data other than those of the signers of this Agreement to LOOM to ensure suitable management, operation, and security of the Property or proper performance of this Agreement. Accordingly, as the disclosing party, the Customer warrants that those data have been obtained in conformity with the data protection legislation and regulations in force and that the data subjects whose data are being transmitted have duly been informed of the disclosure of their data for those purposes, and it agrees to give notice of any changes to the data LOOM in turn will process the personal data disclosed only to ensure the security and proper management of the Property and agrees to take suitable technical and organisational security measures to ensure appropriate security of the personal data transmitted.

 

23.                       CODE OF CONDUCT

 

The Parties state that they seek to ensure that their conduct and that of all persons related to them, including all employees, executives or collaborators and any others that form part of the value chain, respond and adapt, in addition to the provisions of applicable regulations, to generally-accepted ethical and corporate accountability principles.

Therefore the Parties apply a ‘zero tolerance’ principle to any type of act that may be considered an act of corruption, extortion or bribery in the performance of their business activity.

To this regard, the Parties state that they are aware of and respect the principles of integrity of conduct, reflected in their respective Code of Ethics or Conduct, and that are published on the corporate websites of each of the parties (www.ir.merlinproperties.com and www.loom.es the ‘Code of Conduct’), of mandatory compliance for all employees, executives or collaborators of LOOM and the Client, respectively. If only one of the Parties has a Code of Conduct, it will be applicable for both Parties.

For these purposes, each of the Parties state, as regards itself:

 

• that this Agreement was signed on the basis of the specific terms and conditions of the counterpart and based solely on commercial criteria; and

 

• that they have no knowledge that their employees, executives or collaborators, directly or by means of any intermediary, have requested or raised any proposal, service, promise, handout or gift with any employee or executive of the other Party, with the intention of facilitating the signature or performance of this Agreement, or that may be considered an act of corruption, extortion or bribery, and they agree not to perform this type of action in the future.

Within the above scope and in addition to it, the Parties state that they are aware of the reporting mechanisms enabled by each of them (Internal Reporting Systems) to which any indication of irregularities in the action or conduct of the employees, executives, or collaborators of each of the Parties that could entail a breach of the respective Codes of Ethics or Conduct, or that could be considered an act of corruption, extortion, or bribery or any other type of criminal offence may be sent.

In compliance with current legislation and for the maximum guarantee of informant protection, LOOM has outsourced the management of the

 

Internal Reporting System so that any third party that interacts with LOOM and has reasonable indications of any irregularity may notify LOOM of it through this confidential and anonymous Channel.

https://www.merlinproperties.com/sistema-interno-de-informacion/

 

24.                       ASSIGNMENT

 

The Client may not assign the Agreement or the rights and obligations arising from it to any third party without LOOM’s prior written authorisation.

25.                       NOTICES

 

Any notices between the Parties in connection with the Agreement will be sent to the addresses set out in the Agreement header. LOOM may also send notices to the Client in the LOOM Space itself. Notices will be sent by email, except for those relating to breaches by the Parties, which must be sent by registered post.

26.                       UPDATE OF THESE GENERAL TERMS AND CONDITIONS

 

LOOM may make reasonable variations to these General Terms and Conditions and/or Internal Regulations. Any changes made will be notified to the Client by email to the contact person and/or by publication on the relevant means. Changes will be deemed to be approved if the Client does not object to them in text form (e.g. fax, email) within one (1) month of the announcement of the relevant change, of which LOOM will make specific mention when announcing those changes. The delivery date will be decisive in considering that an objection has been submitted within the deadline.

27.                       JURISDICTION

 

The Agreement and all its schedules are governed by Spanish law. By expressly waiving any other that may correspond to them, the Parties submit to the exclusive jurisdiction of the courts of the city in which the LOOM Space is located to resolve any disputes that may arise in the interpretation and performance of this Agreement.

 

INTERNAL REGULATIONS INNOVACIÓN COLABORATIVA, S.L.U.

 

1. INTERNAL REGULATIONS

 

Welcome to LOOM! The objective of these Internal Regulations (the “IR”) is to establish the framework for coexistence between LOOM and its various users and between each other in our LOOM facilities, to improve the experience of each of them and maximise their opportunities for development. This is a living document, which will be subject to periodic reviews to reflect the reality of our facilities at any given time. Amendments will be notified to users for their knowledge and observance in accordance with Clause 26 of the Terms of Business. The IR are an integral and essential part of all contracts entered into between LOOM and its users. The signing of any contract with LOOM presupposes acceptance of the IR and changes to them in the future. Some capitalised terms therefore refer to pre-defined terms in the contract, of which these Regulations are part as a Schedule.

2.                           THE LOOM SPACE

 

• Timetable: Access to LOOM may take place in different times and forms, based on the contract template signed. LOOM’s business operating and service hours are Monday to Friday between 09:00 am and 7:00 pm; except for national, regional and local holidays of the space’s However, LOOM may adjust the timetable of the staff during holiday periods or due to business needs, and within the customs and habits of the offices. For customers who have fixed workstations attached to offices and/or fixed workstations located in open space, they may enjoy twenty-four (24) hour access to the contracted space every day of the year, although they will not have LOOM support staff during non-business hours.
• Office use: The customer and user acknowledges and accepts that the use of LOOM spaces is limited to office use for purely business Events or celebrations may be organised in the common areas only under the supervision, organisation or authorisation of LOOM. LOOM may invoice the customer separately for these events, always at LOOM’s discretion.
• LOOM staff: Each LOOM Space normally has its own staff («Host«) to ensure compliance with the LOOM Space’s rules of coexistence in the general interest of the LOOM The Host is, therefore,

 

responsible for ensuring the undisturbed and orderly use of the LOOM Space by all users. The Host will also have access to the private spaces, to supervise and/or facilitate the use of the space by the customer

3.                           STATIONS

 

• Availability: LOOM offers different types of workstations. The contract for each user establishes the workstations contracted in each case. Ultraflex stands are subject to availability and require advance booking. LOOM cannot guarantee the use of the same flexible workstation by the same user on two different dates. Fixed workstations are reserved for the user that contracts them, during the term of their contract, although they are subject to exchange when organisational, production, economic or other reasons require this.
• Characteristics: All stations are equipped with a work desk and chair, and access to Wi-Fi. In addition, customers with a fixed workstation or office will also have access to the wireless The workstations do not have office stationery, which must be brought by each user. Some workstations are provided with drawers and/or cabinets, which may be used by the user during the term of their contract.

3.3                User obligations:

 

• At the end of the term of their contract, each user must give up the aforementioned furniture to LOOM; in particular the drawers or cabinet assigned to their station must be free of personal objects and in good condition. Otherwise, the lost items policy referred to in section 11 (Storage) of these IR will
• The workstations may only be used to carry out each user’s corporate or professional activity, without any other use, including The stations is may only be used as an office work station, and each user is responsible for the station(s) contracted, and the transfer of the contracted space to third parties is not permitted. All LOOM users, regardless of the type of contract they have (Ultraflex workstation, fixed workstation, office, private space or SPaaS contract) expressly assume and recognise that the workspace must be used specifically as office space, and no other use, such as leisure, private use, etc., of that space is permitted.
• In the event that the customer wishes to hold a corporate event — even in the case of a private space belonging to the customer — it will be necessary to request prior authorisation from LOOM, as

 

manager and party ultimately responsible for the LOOM Space, to determine its scope and requirements. LOOM reserves the right to maintain the exclusive right to organise this type of event in the LOOM Space in question.

4.                           SECURITY

 

• Data: Each user must provide their corporate or professional data for registration at the time of signing their contract. In addition, they must provide data (including official Spanish or foreigner identification or passport) relating to the persons who will access LOOM for the first They will subsequently establish their identity when so requested by the security personnel of the premises. Each of the users must apply the rules on data protection referred to in Clause 23 (Data Protection) of the Terms of Business.
• Compliance with current laws and regulations: Each user is responsible for complying with the applicable occupational health and safety standards. The signing of a contract with LOOM does not release each user from their occupational health and safety obligations, and therefore, each user will hold LOOM harmless from any liability arising from that matter.
• Security: LOOM spaces are equipped with various access security and/or surveillance measures, which must be respected at all times. Persons with access to LOOM must always have identification or access documentation provided by LOOM and return it at the end of their contract. In certain situations, LOOM may apply other similar access methods to improve the access security systems.
• Access control: The customer or user undertakes to comply with and ensure compliance with any security rules and measures implemented by LOOM to guarantee the surveillance and security at access points to the space. This will require the collaboration of the users in any measures that may be established by LOOM, in particular with regard to access, software, tools or systems provided for this purpose, which the customer agrees to respect and use.
• Liability and safekeeping of objects in LOOM: LOOM is a space for shared collaboration between different users. Therefore, each user is responsible for any object, device, information and documentation that they use at their workstation and must take proper care of LOOM is not liable for any items that may be misplaced or stolen by third parties at any given time. In the event that a user wishes to invite outsiders to the LOOM facilities, they must provide the LOOM and/or

 

building security staff with their identity data in advance and those outsiders must abide by the data protection regulations referred to in Clause 23 (Data Protection) of the Terms of Business.

5.                           HEALTH AND HYGIENE

 

Work station Terms of Use.- Each user is responsible for keeping the workstations assigned under their contract in sanitary and hygienic condition.

Office or kitchen terms of use.- Food and beverages must only be consumed in the specially designated spaces when available. If there is a kitchen, it will normally have a fridge, microwave, food handling area, sink and dishwasher. The spaces designated for the consumption of food or beverages at LOOM must be cleaned after use by each user. Each user will store food, cutlery and recyclable containers, etc., in an environmentally friendly manner in containers specially designated for this. Reusable cutlery and containers will be inserted into the dishwashers, after rinsing them in the sink. The use of kitchen utensils requires each user to clean and place them in their place after their use and washing. The use of fires and, in general, any activity that may generate fumes or odours is not permitted. All products stored in the refrigerators may be removed every Friday, regardless of when they were placed in it. All of this to keep the common kitchen areas clean and sanitary.

Toilets terms of use.- The toilets must be used with consideration for other users.

6.                           WELL-BEING

 

• Permitted activities and coexistence in the workplace: LOOM is a coworking environment, so all its users must ensure their own well- being and that of other For this reason, no activity carried out at LOOM by users must give rise to odours, fumes, vibrations, noise or the use or production of any harmful, unpleasant, unlawful or unhealthy substance. All LOOM spaces are provided with areas for recreation, rest and consumption of food and beverages, so that each user can face their day with maximum energy. Moreover, fixed and flexible workstations are usually included in an open space design, so that creativity and interaction emerge naturally. For this to be possible, each user must respect the others, maintaining a low tone of voice and holding meetings at sites specially designated for this. It is also requested that telephones be kept on vibrate or silent mode to avoid disturbing other users who also share the space.

 

• Temperature: In terms of maintenance of ambient temperature and humidity levels, all users need to use the centre’s doors and windows in a responsible manner, avoiding leaving them open and, in general, using thermostats responsibly.
• Pet-friendly spaces: LOOM spaces in which dogs are permitted (Dog Friendly LOOM) will have the corresponding rules to be observed by the owners, to always ensure harmonious coexistence and an adequate working space.
• Works: Customers agree to ensure, if applicable, any works that may result from the adaptation or remodelling of LOOM spaces, their facilities or any other element that are executed in the building of the owner of the space and that are agreed to by them, for their own LOOM will take all measures available to it to minimise any nuisance caused to users.
• Energy costs: To manage energy costs, the air-conditioning hours in the spaces will be from Monday to Friday, during the established office If the user needs to work on public holidays or weekends and wants to have the air conditioning on, they must notify the LOOM Space staff sufficiently in advance so that the air conditioning can be enabled during the weekend, thus minimising, as far as possible, energy costs.

7.                           GUESTS

 

• Advance notice: The space at LOOM is limited so guest access to the facilities must take place in coordination with the LOOM Host at the For this, the third-party visit must be scheduled at least one (1) day in advance, providing the Host with the data of the persons to whom access to the facilities. For visits that occur unexpectedly or without prior notice to the Host, the guest(s) must register when entering the LOOM Space, as deemed appropriate by the Host at the time.
• Designated spaces: Due to the nature of the space and also to ensure the well-being of other users, guests may not occupy workstations, be they flexible or fixed, and may only remain in the premises while accompanied by their hosts, in places specially designated for this Offices and meeting rooms previously reserved by the user, and the recreation areas of the premises, i.e., to the extent applicable, terraces, gardens, etc. are designated for guests when they are not being used to hold events, training activities or other events. LOOM reserves the right to admission to all its spaces.

 

8.                           ACCESS BY MINORS

 

LOOM Spaces are shared workspaces where all users and customers must contribute to maintaining a professional environment. LOOM, therefore, advises against access to the LOOM Space by minors accompanying a user or customer, as in any office. However, in the event that the user needs to access a LOOM Space with a minor on an one-off basis, LOOM will allow that exceptional access as a one-off courtesy to the customer, who may access the space with the minor under their full liability and responsibility, holding LOOM completely harmless at all times and for any action whatsoever.

Access by minors to the LOOM Space will be for a limited period of time and provided that they do disrupt other users or customers; otherwise, LOOM may ask the user with the minor to leave the LOOM Space with the minor immediately.

9.                           MEETING, TRAINING AND INNOVATION ROOMS

 

The use of meeting, training and innovation rooms is subject to advance booking through the computer system available at the time, or, on a secondary basis, through the space’s Host, and to the payment of applicable fees. The following is established for the proper functioning of the rooms available in each LOOM Space:

• Simultaneous use and booking: LOOM may limit the simultaneous use by users of Meeting Rooms within the same LOOM
• Advance booking: Minimum advance notice may be established for Room bookings. For unforeseen meetings, the user can consult each space’s Host, in accordance with its
• Availability: To ensure the availability of the Room, and given that it is a resource open to third parties, it is recommended that users book them as early as possible through the available
• Cancellations with minimum notice: Once the booking of a meeting, training or innovation room has been made, the cancellation must take place with at least twenty-four (24) hours’ notice, unless LOOM applies a different notice period, in which case it will inform the users of it. If the meeting room is not cancelled in due time, LOOM may invoice the user or customer who made the booking for
• Respect for third parties’ bookings: All users must respect the bookings made by other members of the LOOM community, provided

 

that these bookings meet these criteria of reasonableness and appropriate shared use.

• Limitation of hours per day: In time spaces or slots with high demand for the use of meeting rooms, they may be limited to a maximum number of bookings and a certain number of hours/day of use per
• Incidents: Any incident must be communicated to the Hosts so that they may take action for the benefit of the Community and the common good of the
• Timetable for the use of the rooms: As a general rule, meeting rooms may be used and booked within the LOOM Space’s business hours and with the presence of the Host. However, outside these hours, LOOM may, at its sole discretion, enable the possibility of booking meeting rooms for use by a specific type of In addition, the possibility of contracting the use of the rooms may be established with the Events area, with the due notice.
• Proper use of the Rooms and Common Spaces: All users of the Meeting Rooms must look after the rooms, leaving them ready, clean and tidy for their subsequent use by other

10.                       COMMON AND REST AREAS

 

• Specified areas: Each LOOM space has common and rest areas, which may be indoors or outdoors (garden, terrace, etc.) and will be duly indicated on the plan delivered to the customer. The common areas have been designed for that purpose and should not be used for any other purpose. Subject to the health and hygiene rules referred to in section five (5) on Health and Hygiene, they may also be used for the consumption of food and beverages, unless they are reserved for the holding of any event, in which case the Host will duly notify users.
• Events: Users may not organise events in the recreation areas or any other LOOM area without the Host’s prior written authorisation and hiring of the corresponding services. To use recreational areas to hold training or other events, the user must book the space, which is subject to availability, as far as possible in

11.                       STORAGE

 

LOOM spaces do not have a safe or storage facility, although some may have locker facilities for smaller items. Storage of dangerous or illicit substances is not permitted. Furthermore, LOOM may freely dispose of, as it deems appropriate, (i) any lost items not claimed by their rightful owner within 10 days, or (ii) any items or furniture not removed from the office at the end of the contract; however, LOOM may not be held liable for any damages or loss, resulting from this.

12.                       WI-FI USE AND INTERNET ACCESS

 

• Level of service: LOOM always tries to offer the best connectivity standards at all times, via Wi-Fi or wired connection. Despite this, service interruptions occur on some occasions, which we always try to resolve as soon as possible. However, LOOM is not responsible for any interruption in the service due to causes outside its control, or their
• Responsibility and obligations of the customer: The responsible use of the Wi-Fi requires each user to use access networks responsibly and legally. Access, manipulation and exchange of information on networks that are unlawful in nature or that may compromise LOOM’s reputation or that of any of the users is prohibited. Therefore, LOOM may limit access to certain websites, certain ports of entry and types of networks (P2P and Proxies). The network is publicly accessible and is therefore not secure, and each user must take the precautions expected from a reasonable professional. Abusive use of the network, when it may compromise the normal use of the Wi-Fi service by other users, may also be limited.
• LOOM authorisation: In addition, any cabling in addition to the cables offered by LOOM must have express permission from LOOM or the Space Host’s technical staff. LOOM may monitor those installations and verify that they do not affect the use of Wi-Fi by other

13.                       TRADEMARKS AND INTELLECTUAL PROPERTY

 

• Intellectual property rights: Artistic interventions in LOOM spaces are protected by intellectual property rights, and users may not dispose of or make use of them in images or videos. The contract entered into with users does not contain any use right in their favour of those intellectual property rights, and their unlawful or inappropriate use will be considered grounds for termination of the To publish photos of LOOM facilities on social media, users agree to consult the space Host on items that may be protected by intellectual property rights.
• Corporate image: Each user must maintain their own corporate image without any distinguishing feature, sign, image or other item identifying LOOM being included in it, without LOOM’s prior written

 

consent. In the spaces, as regards the location and characteristics of the logo, following an agreement with LOOM, the customer logo may be incorporated to identify it in its space.

• LOOM as a registered trademark: LOOM is a registered trademark and is protected under applicable patent and trademark law. Any unlawful use of the LOOM trademark will be reported to our legal services so that appropriate protection measures may be taken, without prejudice to that conduct being processed as a breach of the user’s contract in question. Each user must also respect the trademarks of other LOOM

14.                       GOVERNING LAW AND JURISDICTION

 

These Internal Regulations will be interpreted in accordance with Spanish law. LOOM and the user, expressly waiving any other jurisdiction to which they might be entitled, submit to the exclusive jurisdiction of the courts of the city where the LOOM Space is located to resolve any disputes that may arise as regards the interpretation of and compliance with these Internal Rules.