ABOUT THESE TERMS AND CONDITIONS (Definitions and other reading rules)

1. These Terms and Conditions accompany the agreement titled “Mr.Green & Your Agreement” that covers Mr.Green Accounts and Mr.Green Memberships for the use of Mr.Green Boutique Offices, and all documents that form part of that Agreement.
2. These Terms and Conditions shall be used by Mr.Green Members B.V. and all Mr.Green Franchise Hosts (as defined below) and shall apply to any Agreement (as defined below) entered into by or also on their behalf.
3. In addition, these Terms and Conditions shall cover all proposals, offers and quotations made orally or in writing by Mr.Green or a Mr.Green Franchise Host and relating to a proposed formation, amendment or renewal of an Agreement.
4. In these Terms and Conditions and in all documents forming part of the Agreement, the following words, when written with an initial capital letter, shall have the following meanings:

• Account: the right of the Customer to register Memberships with the rights based thereon in accordance with the provisions of the Agreement;
• Account Confirmation: the Written confirmation signed by Customer and Mr.Green of the conclusion of the Mr.Green & Your Agreement, which states, in any case, the types and numbers of Memberships for what duration at the conclusion of the Agreement, what the Rates of the Membership(s) are, and what Deposit must be paid;
• App: Mr.Green’s app, made available by Mr.Green for download via the App Store for Apple devices or the Play Store for Android devices, which allows Members to log in to the Mr.Green Portal and change details and make bookings, among other things;
• Boutique Office: an office location of Mr.Green;
• Day Pass: a right of access, limited to the day in question, of one of the Boutique Offices, including the use of the Facilities present and with the possibility of purchasing Products;
• Deposit: the amount to be paid by the Customer to Mr.Green as such, referred to in Article 40;
• Domiciliationmeans the permission granted by Mr.Green for Customer to use and register an address of Mr.Green for a Customer-affiliated company with the Trade Register, the Tax Office or other statutory body;
• Fair Use: The use of Facilities and Products that falls under a general “reasonableness and fairness” principle as expressed in Article 23;
• Food & Beverages: all products that can be purchased in the catering (the café) of Mr.Green’s Boutique Offices, such as a sandwich, salad or smoothie.
• Guest: A person who is present in a Boutique Office at the invitation and in the presence of a Customer or Member without being a Member. This can also be an Employee of a Customer for whom no Membership has been taken out;
• Host: The natural or legal person who operates the Boutique Office to which any provision in the Agreement relates, where applicable;
• House Rules: The most recently announced (rules of conduct) by Mr.Green to Customer for the use of the Memberships, Facilities and Products offered by Mr.Green, applicable to Customer and Members;
• Login Details: The email address and password that allows a Member to log in to the Online Platform;
• Customer: Mr.Green’s contracting party designated as Customer in the Account Confirmation;
• Employee: A natural person working for the Customer on the basis of an employment contract or management agreement, or on the basis of a contract of assignment (or similar agreement) concluded for an agreed term and on the basis of which the person in question is part of the Customer’s organization, or is involved with the Customer as a mate or partner or director;
• Member: someone for whom a Membership has been established. When we refer to Members of Customer, we also refer to Your Members. These are Your Employees with a Membership and other persons for whom an Occasional Membership has been purchased by Customer;
• Membership: The set of rights and obligations that a Member acquires by registration by the Customer and acceptance by Mr.Green and by payment of the agreed fees;
• Membership Terms and Conditions: the most recently announced by Mr.Green under the title “Mr.Green Membership Terms and Conditions” to Customer describing rights and obligations with associated terms and conditions for the Memberships, Facilities and Products offered by Mr.Green, applicable to Customer and Members;
• Mr.Green: the Host in the relevant Boutique Office;
• Mr.Green Franchise Hostr: the Host that is not itself part of the group of companies affiliated with Mr.Green Members B.V., but operates a Boutique Office based solely on a franchise relationship with Mr.Green Members B.V. (or another company affiliated with it);
• Mr.Green Members B.V.: the private company with limited liability Mr.Green Members B.V., registered in the Commercial Register of the Chambers of Commerce under number 96429925;
• Mr.Green Portal: The desktop version of the App;
• Online Platform: Mr.Green’s digital environment in which Customers and Members can log in via the Mr.Green Portal and/or App;
• Agreement: The Mr.Green & Your Agreement or any other agreement entered into between Mr.Green and Customer regarding the provision of an Account, with the related terms and conditions referred to in the Account Confirmation or Mr.Green & Your Agreement;
• Products: all products and services offered by Mr.Green that can be booked/rented for the purpose of performing (office) work, such as for example a workplace (desk), a meeting room or office space;
• Written: Recorded in words on a physical medium, such as paper, or digitally, such as by e-mail or other electronic means of communication, in a manner that is reproducible and accessible for later reference
• Workspace Officer: The person designated as such by Customer in the Account Confirmation, or Customer’s designated substitute, respectively;

OFFER AND ACCEPTANCE (execution)

1. All verbal and written proposals, offers and quotations of Mr.Green and all verbal and written proposals, offers and quotations of Franchise Hosts pertaining to Agreements or Memberships related to Mr.Green Boutique Offices are always without obligation until an Account Confirmation with “Mr. Green & Your Agreement” has been signed by Customer’s authorized representative(s) and Mr.Green’s authorized representative(s).
2. Mr.Green may always assume without further investigation that any person registered as an officer or director or authorized representative of Customer in the Trade Register of the Chamber of Commerce is authorized to represent Customer in all matters relating to the Agreement and to bind Customer and Members vis-à-vis Mr.Green. This also applies to any person designated by Customer as Workspace Officer.
3. An Agreement shall come into existence and Memberships shall be opened in the manner specified in the Account Confirmation and subject to the condition precedent that the Customer has provided Mr.Green with all information and documentation required therefor according to the text of the Account Confirmation and of the Agreement and that the upfront payments due therein shall have been received. Domiciliation may only be deemed to have been authorized by Mr.Green, and is only within the scope of the Agreement, if Mr.Green has expressly confirmed it and the Customer has complied and continues to comply with the requirements established from time to time by Mr.Green for that purpose. Mr. Green may always require additional information from Customer or Members to the extent it serves to satisfy a legal obligation or serves a reasonable interest, in particular if Customer wishes Mr.Green to authorize direct debit of Customer’s company at an address under Mr.Green’s control.
4. A change to a Membership is valid (and therefore not non-binding) when registered through the Online Platform in the manner prescribed by Mr.Green. Mr.Green may, however, refuse a modification of a Membership or suspend or terminate a Membership based on any provision of the Agreement or the Membership Terms.
5. If a person associated with Customer uses Products or facilities at Locations of Boutique Offices more than once as if a Membership had been given, Mr.Green may unilaterally determine that an Agreement exists in fact to that extent, and apply the terms of the Agreement insofar as they relate to that use, also unilaterally. Mr.Green is then entitled, among other things, to receive payment from Customer in accordance with the generally applicable rates and conditions. Customer is then obliged to enter into an Agreement at Mr.Green’s first request by signing an Account Confirmation to be drawn up by Mr.Green.
6. Mr.Green is authorized to engage third parties in the performance of the Agreement and any other obligations arising directly or indirectly from the Agreement.
7. The applicability of any provision from general terms and conditions, however called, including Customer’s or Member’s purchasing conditions, and any other condition that a Customer or Member deems applicable while not included in the Agreement or in provisions to which the Agreement refers, shall in all cases be deemed rejected by Mr.Green insofar as that provision has not been expressly accepted by Mr.Green in Writing.

MEMBERSHIPS

1. Memberships may be purchased for Employees of Customers. In addition, Mr.Green may designate other persons for whom Memberships may be purchased by Customer, and Mr.Green may, through the Membership Terms or other terms and conditions belonging to the Agreement, permit application of Memberships by Customer for other persons related to Customer who meet conditions to be determined thereby.
2. Thus, a Membership cannot be taken out for a legal entity or partnership.
3. Mr.Green determines through the Membership Terms (or substitute terms that shall have been made known to Customer by Mr.Green) which Facilities belong to a Membership, so that the use thereof is available without additional fee, and which Products can be purchased by Members.
4. Upon Mr.Green’s request, Customer will be required to prove to Mr.Green, by proper means, the existence and nature of the relationship between Customer and any person for whom Membership is requested, so that Mr.Green may verify the information provided.
5. Only a Membership gives the right to use Facilities and book Products. Mr.Green may also unilaterally determine, by analogy to the provision of Article 9, that a Membership exists with respect to the user referred to therein, and that the rules associated with a Membership (including the Rates, Membership Terms and House Rules) apply. The Customer is then obliged to register the person in question as a Member upon Mr.Green’s first request.
6. Mr.Green reserves the right to deny requests for additional Memberships or extensions to current Memberships at any time.

USE OF LOCATIONS, FACILITIES AND PRODUCTS (Fair Use)

1. As a basic principle, the types of Facilities and Products available in all Boutique Offices are as much as possible the same or comparable, and their availability may be known to Customer and Members through the Online Platform. The temporary or permanent unavailability or unavailability of a Facility (for example, an eGym) or Product (for example, due to a limitation in deliverability) in a specific Boutique Office shall not result in a claim for discount or compensation. If a Product already booked is not available at the agreed time or for the agreed duration or has a shortcoming, the Host of the Boutique Office in question will offer the most appropriate solution to this in the shortest possible time.
2. Presence at a Venue or use of Facilities and Products is permitted only for Members and Guests. Use automatically entails that all obligations applicable to Members and Guests under the Membership Terms and House Rules apply, even if no valid Membership exists or no valid registration as a Guest has been made at the time of use. Access to a Boutique Office outside the days belonging to a Membership will result in the charging of the cost of a Day Pass, which then entitles the Guest to access the Boutique Office the Facilities for that day.
3. Attendance at a Venue or Use of Facilities and Products is always at the sole risk of Customer and Members, subject to Mr.Green’s responsibility under the law to the extent it cannot be excluded by Mr.Green.
4. It is the responsibility of Customer and Customer’s Members to verify, prior to booking and using a Product, that the Product in question is suitable for the intended activities and number of persons.
5. You may not, without Mr.Green’s written consent:
   1. make changes to Facilities or Products or general (outdoor) areas and grounds;
   2. during the term of the Agreement to use the Facilities, Products or other items other than in the manner for which it is intended in accordance with the Agreement and in particular the applicable House Rules or otherwise known for;
   3. use the Facilities, Products or other items belonging to Mr.Green for any purpose other than that for which it is intended in accordance with the Agreement and, in particular, the applicable House Rules or otherwise apparent;
   4. sublet or give the leased Facilities and Products to third parties for use, whether or not for payment.
6. Use of the Facilities and Products is based on the principle of Fair Use. This means that all Members shall use them in a reasonable and respectful manner, taking into account the interests of other Members and Mr.Green. Members should only use Facilities and Products for normal, everyday business use and not make excessive or disproportionate use of, for example, coffee and tea, and not unnecessarily burden shared facilities, technical facilities such as printers or Wi-Fi. Mr.Green reserves the right, in the event of structural or excessive use that is to the detriment of other Members or Mr.Green, to discuss it and take appropriate action where necessary.

CORPORATE EMERGENCY RESPONSE (FAFS)

1. A Host will be present at times specified in the Membership Terms. The Host or another person designated by Mr.Green shall act as a company emergency responder for Mr.Green’s own Employees. Each Customer is responsible for working conditions and safety policies for its own Employees. The Customer should ascertain the Customer’s own responsibilities therefor and ensure that its own Members and their Guests are aware of the emergency procedures, escape routes and safety regulations of the Mr.Green Boutique Office Location where the Employees and their Guests are. In case of emergencies where the Host is present, the Host will coordinate as necessary. Members must always follow the instructions of the Host to that extent.

DAMAGES AND LIABILITY (Indemnification)

1. Mr.Green makes every effort to provide and complete the Memberships and the associated Facilities, the Products and Food & Beverages to the best of its ability.
2. Mr.Green will always try to minimize any inconvenience caused by maintenance and other work. If inconvenience does occur, this does not oblige Mr.Green to provide compensation, discounts or any other form of redress to Customer or Members.
3. Any advice given by Mr.Green and/or staff of Mr.Green is without obligation and Mr.Green is not liable for any damage resulting from following that advice. Mr.Green shall not be liable for any damages, of whatever nature, resulting from Mr.Green having relied on incorrect and/or incomplete information provided by or on behalf of Customer or Members.
4. Mr.Green is not liable for any damages that might result from shortcomings in the Facilities and Products offered by Mr.Green, unless such shortcoming results from intentional or deliberate recklessness of Mr.Green. Mr.Green’s liability is also otherwise excluded. These exclusions do not apply insofar as exclusion is not permitted or impossible by law.
5. Mr.Green is not insured in case of theft, damage or loss of property of Customer, Members or Visitors. Mr.Green shall not be liable for any damages to Customer, Members or Guests resulting from damage, theft or loss of Customer’s, Members “or Guests” property unless there is intent or gross negligence on the part of Mr.Green. Mr.Green does have multiple cameras on the premises that can be used in the event of an incident and will cooperate with an investigation should there be an incident. Lockers are also available in which Members can safely store their personal belongings.
6. Mr.Green is never liable for indirect and consequential damages. This includes trading losses, loss of profit or income, intangible damage and personal injury.
7. In any case, Mr.Green cannot be held liable for damage caused by defective operation of installations and connections (or use thereof), damage caused by external calamity, such as lightning strikes, power grid failures, damage caused by an event or circumstance generally regarded in society as force majeure.
8. Insofar as Mr.Green has excluded liability for damages, Customer shall indemnify Mr.Green against claims (in law or otherwise) of Members and Guests in connection with damages actually or allegedly suffered by them.
9. If a Member or Guest or Customer suffers a loss or a Customer believes that a loss suffered by a Member or Customer is recoverable from Mr.Green, a claim in this regard may be made solely by Customer to Mr.Green or Mr.Green’s insurer. Also in this regard, Customer grants indemnity to Mr.Green.
10. Any damage should be reported to Mr.Green by Customer without undue delay and any claim for repair or compensation for damage should be submitted by Customer without undue delay. If a claim for damages is received by Mr.Green with delay due to the negligence or fault of Customer, Member or Guest, and Mr.Green was therefore unable to take a damage mitigation measure that could have been taken if reported in a timely manner, Mr.Green is authorized to reject a claim related to those damages to that extent. This also applies if a claim will not have been filed within a reasonable time after discovery of the damage.
11. Mr.Green’s liability never exceeds the amount reimbursed by Mr.Green’s insurers. If liability insurance does not provide coverage, damages are capped at the amount the Customer paid for Mr.Green’s Memberships during the past six months.
12. Customer, Workplace Manager, Members and Guests are responsible for maintaining the careful confidentiality of Login Information.
13. Customer, Members and Guests shall be jointly and severally liable for damages caused by unauthorized or careless use, or use inconsistent with intent, of Facilities or Products (which shall include, but not be limited to, any acts and omissions that do not conform to Membership Terms and House Rules). Any damage incurred during the use of the rented product or space, non-clean delivery of a product or space, or loss of a Mr.Green Product will be charged to Customer for cleaning, repair or replacement costs.
14. If third parties suffer damages as a result of the actions of Customer and or Members of Customer, Customer shall be liable for such damages. Customer indemnifies Mr.Green against third party claims.
15. Customer shall for its own liability under or in connection with the performance of the Agreement, including liability which under the law or generally accepted standards is for its account and risk for this, and whether or not in connection with liability as an employer or client, as well as for any own damages to be suffered by Customer, its Members and its Guests, take out the usual own insurance policies.
16. Customer is required to actively notify Mr.Green in Writing in advance of any risks to the Facilities and Products that Customer or Members or Guests of Customer intend to use. In addition, Customer is obligated to actively inform Mr.Green, in writing and in advance, of any risks to Mr.Green’s good name, for example, but not limited to, in connection with the reputation of Customer, Members and Guests, the nature of a meeting in a Boutique Office, any threat or attraction of undesirable behavior, political or social unrest and possible refusal of necessary permits in the general sense, including under the Bibob Act or the venue’s own permits. Mr.Green reserves the right with immediate effect to suspend the performance of the Agreement or to terminate the Agreement without Mr.Green being liable for damages to Customer if it appears that Customer has violated the obligation to provide information. In that case, Customer will also be liable to Mr.Green for damages.

FINANCIAL TERMS (Deposit and Credit Check)

1. Mr.Green establishes a Deposit for Customer: an amount to be deposited by Customer into Mr.Green’s account (or collected by Mr.Green) that serves as security for Customer’s future payment obligations. Mr.Green sets the amount of the Deposit upon signing the Account Confirmation based on the expected average monthly billing amount for Memberships and Products. Thereafter, the amount is reset annually after recalibration on January 1, based on the average invoice amount in the previous calendar year. As a starting point, the Deposit is twice the average invoice amount referred to in Article 41.
2. After the annual recalibration, any increase will be collected from Customer or Customer must deposit the amount thereof into Mr.Green’s account.
3. A reduction in the Deposit based on the annual recalibration, and the final refund of the entire Deposit upon termination of the Agreement, will be refunded by Mr.Green within 30 days of the recalibration or termination, respectively, or if Mr.Green so chooses, will be offset against payments already due for invoices.
4. Mr.Green is entitled to have a credit check performed on Customer following the application for an Account and at any time thereafter as determined by Mr.Green. As a result of the outcome thereof, Mr.Green is entitled at any time to establish an additional increase in the Deposit, which Customer must pay before Customer can still purchase Products and additional Memberships. In addition, the outcome of a Credit Check may provide Mr.Green with grounds for suspending or terminating Customer’s Agreement, including on an interim basis, i.e. before the expiration of a fixed term.

Prices and Rates

1. Current prices of Memberships and Products can be found on the Online Platform and can be requested free of charge from the Support Department via Mr.Green’s helpdesk. All prices are exclusive of VAT and any other government levies.
2. Prices of Memberships and Products are fixed until further notice, except for prices of Food & Beverages, which may change daily.
3. Mr.Green may adjust the prices of Memberships and Products (other than Food & Beverages) once every twelve months based on the change in the price index figure for family consumption (Consumer Price Index, CPI), all households series (2024 = 100), as published by Statistics Netherlands (CBS). The adjusted prices will be calculated according to the following formula: new price = current price × (Index figure new period ÷ Index figure old period), where the Index figure new period is the most recent annual index figure published by the CBS prior to the adjustment date, and the Index figure old period is the annual index figure in effect at the time of the last price adjustment or, in the case of first adjustment, at the start of the Agreement.
4. Mr.Green may additionally adjust the prices of Memberships and Products (other than Food & Beverages) once every twelve months to reflect actual increases in costs incurred by Mr.Green related to rent, energy and all other costs of purchased items.
5. Mr.Green will notify Customer of the intended price change no later than one month prior to the effective date of the change.
6. For Customers whose Memberships have a remaining fixed term of more than two months, if within any twelve-month period a price increase based on the provision of Article 47, together with a price increase in the same period based on the provision of Article 48, arguably results in an increase in the Customer’s total average monthly Memberships bill amount of more than ten percent (10%), the following shall apply. Customer may, within 30 days, make a request to Mr.Green to adjust the Memberships for the remaining fixed term by mutual agreement with Customer. Mr.Green will then endeavor to offer a modified composition of Memberships or some other solution that may limit the increase in monthly charges for the Memberships for the Customer to 10%. If Mr.Green fails to make a proposal that the Customer deems appropriate within 30 days, the Customer will be entitled to terminate the Agreement.

Billing and payment

1. Mr.Green charges for Memberships by calendar month in advance. Products and Day Passes that are not paid for immediately upon purchase will be charged after the end of the calendar month. Mr.Green issues invoices for this purpose.
2. Invoices are sent by e-mail.
3. Customer must protest an invoice to Mr.Green within 30 days of the invoice date, failing which the right to protest, suspend payment and/or initiate proceedings against Mr.Green shall expire. In the event of a disagreement on a part of the invoice, then Customer is obliged to pay the non-disputed part of the invoice within the payment period.
4. Payment of Mr.Green’s invoices shall be made, without suspension or set-off, within 4 days of the invoice date.
5. Payment is made by business direct debit. The Customer is obliged to provide a business direct debit authorization for this upon signing the Account Confirmation or as soon as Mr.Green requests it. The direct debit will be executed for Mr.Green in the name of Mr.Green Members B.V., even if the Agreement was created by signing an Account Confirmation with another Host.
6. If direct debit is temporarily not possible, the Customer may pay by bank transfer to the bank account indicated by Mr.Green. Mr.Green may charge an administration fee for this, in the amount of €75.00 per invoice.
7. If agreed in Writing, with respect to the Food & Beverages payment on account is possible.
8. If payment has not been received by Mr.Green within the payment period, Customer shall be in default by operation of law. The statutory commercial interest will then be due (whereby for the purposes of calculating the interest due, part of a month will be considered a whole month) and Mr.Green will be entitled to charge extrajudicial collection costs in the amount of 15% of the principal sum, with a minimum of €350.
9. If, despite repeated reminders, Mr.Green’s invoice is not paid within 60 days of the due date, Mr.Green may suspend its obligations under the Agreement and deny Members access to Mr.Green’s Boutique Offices.
10. Dutch (tax) laws and regulations apply even if Customer is located abroad.

CHANGES

1. In the unlikely event that any provision of these Terms and Conditions or the Agreement (which for this purpose includes any provision applicable to the Agreement pursuant to the Account Confirmation) is void, voidable or non-binding, Mr.Green is authorized to replace that provision with a valid provision that differs as little as possible from the original provision in content and intent.
2. Mr.Green is authorized to modify the text, content and scope of the Membership Terms, the House Rules, the document “Mr.Green & Your Privacy” and these General Terms and Conditions. An adjustment will always take effect as of the first day of a calendar month to be designated by Mr.Green. Mr.Green will notify Customer of changes In Writing no later than 30 days prior to the stated effective date. If the Customer does not wish to accept an amendment, the Customer may terminate the Agreement as of the effective date of the amendment.
3. For Customers whose Memberships have a remaining fixed term of more than two months, if Mr.Green changes the features or characteristics of a type of Membership or of a Product (other than Food & Beverages) such that it can be reasonably determined that the Customer or its Members will be unreasonably disadvantaged thereby, in view of all the circumstances, particularly if it results in an increase in costs, and the Customer requests modification of the affected Memberships within 30 days after the change has been disclosed to the Customer or Member, Mr.Green shall consult with the Customer to arrive at an appropriate modified combination of Memberships. Mr.Green will then make every effort to offer a modified combination of Memberships or some other solution that will ensure that any remaining disadvantage will not be unreasonable. If Mr.Green fails to make what Mr.Green believes to be a suitable proposal within 30 days, Customer will be entitled to terminate the Agreement.

END

1. Unless the Agreement has been entered into for a remaining fixed period of more than one calendar month, the Agreement may be terminated at any time by a Party to the Agreement as of the end of the calendar month. Notice of termination must be given in Writing, addressed to the Party who co-signed the Account Confirmation. An e-mail message with acknowledgement of receipt is hereby deemed to constitute Written notice.

Agreements and Memberships with a remaining term of more than one calendar month

1. The provisions of Articles 66 through 69 shall apply only to Agreements and Memberships with a remaining term of more than [one?] calendar month.
2. If the Customer wishes to terminate (part of) the current Memberships before the end of the agreed Term, the Customer may terminate those Memberships at any time by the end of the current calendar month, provided that the monthly invoice amount of the Memberships already terminated during the Term and to be terminated at that time does not exceed 20% of the total monthly invoice amount of Memberships that was determined at the time of the Account Confirmation.
3. A cancellation of more than 20% (as referred to in the previous article) shall have no effect on that higher portion. The remaining 80% of the Memberships will remain available for use by still active or newly signed up Members of Customer, and Mr. Green will charge the agreed rate of the concluded Membership(s) during the remaining term according to the usual rules.
4. If the Agreement is terminated in its entirety by the Customer, the current Memberships will also terminate as of the date of termination. The Customer must then reimburse Mr.Green 80% of the agreed rate for the duration of the remaining term of the Memberships concluded as of the date of termination.
5. If Mr.Green terminates the Agreement or a Membership, the Customer shall in principle not owe the agreed rate per month for the duration of the remaining term of the terminated Memberships, unless the termination by Mr.Green is related to a default by the Customer and/or to a violation of the Membership Terms or House Rules by the Customer, its Members or its Guests, which is so serious that by the standards of reasonableness and fairness Mr.Green cannot be required to continue the Agreement or the Membership in question.
6. If one of the Parties does not comply with the agreements made, the other Party shall first request (In Writing) that the agreement be complied with by means of a demand or notice of default. The other Party must then be given a reasonable period of time to fulfill the agreement. If the other party fails to do so, or has already been informed that it will not comply, the Agreement may be dissolved. This provision does not cover a default of payment on the part of the Customer, which occurs once a set deadline has passed without full payment of the amount due.
7. Mr.Green is furthermore authorized to suspend the performance of the Agreement, or to terminate the Agreement with immediate effect by Written notice of termination based on one (or more) weighty reason(s), without notice of default or judicial intervention being required, without observance of a notice period and without Mr.Green being liable to pay any compensation to Customer. A weighty reason shall exist, for example, but not exclusively, if:
   1. Customer fails more than once to properly or timely comply with an obligation arising for it under the Agreement, even after Mr.Green has summoned Customer In Writing to do so and the period specified in the summons letter has expired;
   2. A credit check ordered by Mr.Green with respect to the Customer indicates, in Mr.Green’s reasonable judgment, an unacceptable payment risk;
   3. Customer is declared bankrupt, Customer is granted (provisional) suspension of payments or the Natural Persons Debt Rescheduling Act is declared applicable to Customer;
   4. Preservation and/or execution is levied on assets of Customer or Customer otherwise loses free disposal of assets;
   5. Customer is indicted with respect to an offense classified as a crime by Dutch or applicable foreign law.

APPLICABLE LAW AND DISPUTE RESOLUTION

1. The Agreement and its performance are governed exclusively by Dutch law, to the exclusion of the provisions of the Vienna Sales Convention.
2. All claims which Customer and/or Members believe they have against Mr.Green must be made known to Mr.Green in Writing as soon as possible, but no later than 25 days after Customer or Member was or could have been aware of the claim. After the expiry of the 25-day complaint period, the alleged claim against Mr.Green shall lapse and Customer and/or Member may no longer rely on it.
3. In the event of a dispute between Mr.Green and a Client, Member or Guest, which relates to the Agreement or from agreements building on it, they shall attempt to resolve it in the first instance by means of mediation, in accordance with the Regulations of the Mediatorsfederatie Nederland (MfN) as they read on the commencement date of the mediation. As long as the mediation has not ended, none of the parties shall submit the dispute to court, unless solely for the preservation of rights. The parties involved in the dispute shall attend the first mediation meeting together. Thereafter, the parties are free to terminate the mediation at any time. The mediation commences when the parties attend the first joint mediation meeting.
4. If it has proved impossible to resolve a dispute as referred to in the preceding article by means of mediation, or if a dispute concerns only the payment of a monetary claim deemed to be due (in which case the provision of the preceding article does not apply), such dispute shall be settled by the competent court in the district in which the Host has its principal place of business according to the registration in the Trade Register of the Chamber of Commerce.