I. PRELIMINARY PRESENTATION
The "TheMerode" club (hereinafter, the "Club") is a Social Club consisting, on the one hand, of an exclusive and private Members Club and, on the other hand, of a Corporate Club welcoming various Belgian and international companies. The Club pursues several objectives, all of which are based on the intention of stimulating the intellectual and creative curiosity of its Members from all social, economic and cultural backgrounds. The Club is based on very high standards of excellence and relational intimacy to become the forum for actors of change and explorers of tomorrow's world. More generally, the Club is a place for sharing, meeting and multicultural and multidisciplinary exchanges.
To achieve its objectives, the Club organises numerous activities, including interactive conferences, charity events, small group meetings, themed dinners and theme days or weekends. While most of these activities occur at the Club's headquarters, many can be held off-site.
The Club also intends to promote several values and principles that transcend its activities, including open-mindedness, respect, inclusion, tolerance, critical thinking and ecology. To this end, and to ensure that Members share a common vision with the Club, its founders reserve the right to decide whether to grant membership to candidates, following the procedure defined below.
The Club will be closed for a fixed amount of time, a maximum of five weeks in summer and a maximum of two weeks in the winter for the renovation and good maintenance of the building.
II. GENERAL PROVISIONS
ARTICLE 1: OWNERSHIP
1.1. The Club is owned by the company “TheMerode SA” with registered offices at Place Poelaert 6 in 1000 Bruxelles, registered under number 0870.366.647.
1.2. Upon decision of the Board of Directors of TheMerode SA (hereinafter "TheMerode"), the Club may have operating offices in other locations in Belgium or abroad.
ARTICLE 2: OBJECTIVE
2.1. The objective of the Club is to create, stimulate and extend strong links between cultured, committed, influential and open-minded people who wish to discuss and investigate the major societal issues of today and tomorrow, in a prestigious and welcoming setting.
2.2 The Club may undertake all actions directly or indirectly related to its purpose. It may also cooperate and take an interest in any similar activity.
ARTICLE 3: ADMINISTRATION AND GOVERNANCE OF THE CLUB
3.1 The Club is administered by TheMerode Board of Directors, which makes all decisions relating to the management of the Members Club and the Corporate Club. The Board of Directors will be supported by several operational teams in the management of the Club.
3.2 TheMerode Board of Directors is assisted by an Advisory Board which assists in the strategic and event planning of the Club and a Screening Board which is responsible for the membership process.
3.3 The Advisory Board is composed at the discretion of TheMerode. Its function is to assist TheMerode in the planning and strategic direction of the Club's program. The Advisory Board does not have exclusive authority in this regard.
3.4 The Screening Board is composed at the discretion of TheMerode. Its function is to assist TheMerode in the recruitment process of the Club Members. The Screening Board does not have exclusive authority in this regard.
III. THE MEMBERS CLUB
ARTICLE 4: SERVICE OFFERED
4.1. The membership of a candidate in the Club allows him/her to benefit from the following four pillars on which the Club's activity is based.
ARTICLE 5: SCREENING BOARD CLUB MEMBERS
5.1. The Screening Board, under the direction of TheMerode Board of Directors, is responsible for the recruitment process of the Club Members.
5.2. The Screening Board reserves the right to determine the maximum number of Members as well as the profile of the Members sought.
5.3. The Screening Board has the discretionary power to accept or reject a candidate's application for membership. Decisions do not have to be motivated in any way.
5.4. As part of the recruitment process, the Screening Board reserves the right to meet with the applicant and conduct one or more interviews before making its decision.
ARTICLE 6: TYPES OF MEMBERSHIPS
6.1. The Members Clubs offer four types of memberships.
The “Classic” Membership allows the Member to have access to the following services :
The “Next Gen” Membership, conditioned by the age of the candidate (18 to 33), with a discounted rate :
The “Partner” Membership, with a discounted rate for both partners :
This special Membership is however conditioned by the following provisions :
The “Group Membership” with a discounted rate for each of its Members :
This special membership is however conditioned by the following provisions :
*Those four types of memberships; "Classic", "Next Gen", "Partner" and "Group" are nominatives and cannot be passed on to others.
6.2. Member Exclusivity.
ARTICLE 7: APPLICATION FOR MEMBERSHIP BY A NEW CANDIDATE
7.1. A candidate may, at any time, apply to become a member of the Club. To do so, he/she must fill in the Application Form available on the Club's website: www.themerode.com
7.2. By filling in the Application Form, the candidate accepts (i) these Terms & Conditions (ii) the Privacy Policy ; (iii) the Club Rules and (iv) the Ethical Charter.
7.3 By filing the Application Form, the candidate accepts that TheMerode communicates or reproduces the photographs made and to be made in the context of its activities, in which the member appears. This transfer implies the authorization for TheMerode to use the images on its website, in its brochures and all communication materials used for the execution of TheMerode’s activities.
ARTICLE 8: DURATION AND MEMBERSHIP RENEWAL
8.1. The membership shall enter into force once TheMerode has accepted the candidate’s application by way of written notification. The membership is valid for one year from the aforementioned date
8.2. The membership agreement is automatically renewed every year for a new term of one year. The Member who does not wish to renew his membership must notify TheMerode in writing within a maximum of one month before the expiry of the above-mentioned period.
ARTICLE 9: JOINING FEE
9.1. With the exception of Next Gen, all memberships shall be subject to the payment of a joining fee, which shall be as follows:
- Classic: EUR 1,000.
- Partner: EU 1,600.
9.2. The joining fee shall apply to each new membership and shall be a one-off fee payable no later than seven (7) days after the first written notification of acceptance of the candidate's application.
9.3. Renewal of membership shall not require payment of a new joining fee unless membership has been interrupted during the year preceding renewal. For the purposes of this clause, an interruption means a temporary halt, wheter or not attributable to the member, during which the membership is not active.
9.4. In the event of an interruption of membership as stipulated in Article 8.3, if the number applies for renewal of their membership, a new joining fee shall be remitted.
ARTICLE 10: DETERMINATION AND PAYMENT OF THE ANNUAL FEE
10.1. The amount of the annual fee shall be set unilaterally and annually by TheMerode, which shall inform the Members by written notice within ten days of the day on which the decision is taken. The revised fee shall apply to each member for the year following the year for which the fee has already been paid.
10.2. In the event of a favourable response to an application for membership or in the event of renewal of a membership, the annual fee shall become immediately due.
10.3. The invoice for the membership fee is due within 15 days unless the member has chosen to pay every month. If payment is not received within this period or if the Member misses a monthly payment, TheMerode reserves the right to suspend access to the Member's area and to Club events or terminate the agreement
10.4. Any failure or delay in either partial or total payment of subscription fees and/ or of any other amounts owed to the Club, will lead to a written notice sent to the Member and Club access being denied to the Member until the debt is cleared. Failure by the Member to settle any outstanding amount within five (5) working days of the last reminder notice will result in the amount being subject to (i) late interest rates of eight per cent (8%) per year, (ii) recovering fees, with a minimum amount of fifty euros (50 €), (iii) a penalty of ten per cent (10%) of the amount due to the Club, with a minimum of fifty euros (50 €) and (iv), if applicable, lawyers' fees.
10.5. Prices out in Articles 8 and 9 are quoted inclusive of VAT, corresponding to the sum of the amounts before tax to which the current VAT is applied. TheMerode reserves the right to apply any new taxes or increases in VAT rates to theses prices as soon as they come into force.
ARTICLE 11: PAYMENTS MADE WITHIN THE CLUB
11.1. Within the framework of the Club's activities, certain services such as the restaurant, the bar and the rental of spaces are subject to payment.
11.2. Bar and restaurant services are to be paid for directly on-site.
11.3. Payments for reservations and space rentals shall be made before the event and by the general terms and conditions of sale.
11.4. Payments for paid events shall be made before the event.
11.5. Payments for room rental, staff and technical costs are fully due on confirmation of the event to be organise. TheMerode reserves the right to cancel or refuse the event if there is any outstanding invoice in the Member's or organiser's account.
ARTICLE 12: GUESTS
12.1. The activities of the Club are exclusively for Members unless otherwise specified.
12.2 When a Member organises a private event at TheMerode, the Member must send its guest list to the Club at least 5 working days before the event. Failing this, The Merode may cancel the event without prior notice and without any compensation being due.
12.3 General Guest Allowance
Members are allowed to bring up to three (3) guests to the club on regular days, without booking a room or venue.
12.4 Conference Guest Allowance
During conferences or special events held at the club, a guest is not allowed to attend TheMerode activities more than three times per year.
ARTICLE 13: REVOCATION AND TERMINATION OF MEMBERSHIP
13.1. Membership may be revoked at any time by the Screening Board for good cause.
13.2. The Club ensures that it promotes certain values and principles that underlie its actions and constitute the basis on which the Club sets its standard of excellence. Behaviour that does not conform to these fundamental principles may undermine the Club's integrity and its Members. When such behavior occurs, membership may be revoked for just cause which includes, but is not limited to:
13.3. The exclusion is notified to the person concerned by e-mail and takes effect on the date of sending.
13.4. Decisions to exclude a member are absolute and do not need to be justified in any way. The pro rata membership fee paid in advance by the excluded member shall be reimbursed immediately upon notification of the exclusion.
13.5. Without prejudice of article 12.6, a Member cannot terminate his membership during the initial period of the year nor during the following year(s) in case of renewal. However, as stated in Article 8.2., a Member can refuse to renew his membership for the following year.
13.6. A Member is entitled either to terminate the agreement at any time (both during the initial period or thereafter) without notice or to suspend the execution of the agreement for a minimum period of 60 consecutive calendar days and a maximum of 180 calendar days, subject to written notice, in the following circumstances :
The request, once accepted by TheMerode, shall take effect immediately.
13.7. In case of suspension, the following provisions apply :
13.8. In case of termination under article 12.6, the termination shall take effect immediately and the Membership fee shall be reimbursed pro rata temporis.
IV. THE CORPORATE CLUB
ARTICLE 14: SERVICE OFFERED
14.1. The Corporate Club gathers Belgian and international companies from a networking perspective.
14.2. Membership in the Corporate Club entitles a company to access the Corporate Club's specific program and activities, in addition to the benefits granted according to the type of package.
14.3. Corporate Club Members have the choice of two membership packages as well as a tailored package adapted to the specific needs of each company.
The package consists of a minimum of 5 memberships and a credit for venue rental.
Corporate memberships are nominative but can be interchanged between colleagues.
ARTICLE 15: SCREENING BOARD
15.1. The Screening Board, under the direction of the Board of Directors of The Merode, is responsible for the recruitment process of the Corporate Club Members.
15.2. The Screening Board reserves the right to determine the maximum number of Members as well as the profile of the Members sought.
15.3. The Screening Board has the discretionary power to accept or reject a candidate’s application for membership in the Corporate Club. Decisions do not have to be motivated in any way.
ARTICLE 16: APPLICATION FOR MEMBERSHIP BY A COMPANY
16.1. A candidate company may, at any time, submit its application to become a member of the Club. To do so, it must fill in the Application Form available on the Club's website: www.themerode.com
16.2. By filling in the Application Form, the candidate company accepts (i) these Terms & Conditions (ii) the Privacy Policy ; (iii) the Club Rules and (iv) the Ethical Charter.
ARTICLE 17: APPLICATION FOR RENEWAL OF MEMBERSHIP
17.1. The membership shall enter into force once TheMerode has accepted the corporate candidate’s application by way of written notification
17.2. A Member who does not wish to renew his membership must notify TheMerode in writing no later than four weeks before the expiry of the aforementioned period of one year. In default, the membership will automatically be renewed for one year.
ARTICLE 18: PAYMENT OF THE ANNUAL FEE
18.1. The amount of the annual fee shall be set unilaterally and annually by TheMerode, which shall inform the Members within ten days of the day on which the decision is taken. The revised fee shall apply to each Member for the year following the year for which the fee has already been paid.
18.2. In the event of a favourable response to an application for membership or in the event of renewal of a membership, the annual fee shall become immediately due.
18.3. The invoice for the membership fee is due within 15 days unless the Member has chosen to pay every month. If payment is not received within this period or if the member misses a monthly payment, TheMerode reserves the right to suspend access to the member's area and to Club events or terminate the agreement
18.4. Any failure or delay in either partial or total payment of subscription fees and/ or of any other amounts owed to the Club, will lead to a written notice sent to the Member and Club access being denied to the Member until the debt is cleared. Failure by the Member to settle any outstanding amount within five (5) working days of the last reminder notice will result in the amount being subject to (i) late interest rates of eight per cent (8%) per year, (ii) recovering fees, with a minimum amount of fifty euros (50 €), (iii) a penalty of ten per cent (10%) of the amount due to the Club, with a minimum of fifty euros (EUR 50) and (iv), if applicable, lawyers' fees.
ARTICLE 19: PAYMENTS MADE WITHIN THE CLUB
19.1. Within the framework of the Club's activities, certain services such as the restaurant, the bar and the rental of spaces are subject to payment.
19.2. For Members of the Corporate Club, all paid services available within the Club will be invoiced to the company, which must pay them monthly within 15 days of receipt of the invoice.
ARTICLE 20: REVOCATION AND TERMINATION OF MEMBERSHIP
20.1. The membership of the company, or of one or more of its Members in the Members Club (for which the above-mentioned Members Club provisions apply), may be revoked at any time by the Screening Board for good cause.
20.2. The Club ensures that it promotes certain values and principles that underlie its actions and constitute the basis on which the Club sets its standard of excellence. Behaviour that does not conform to these fundamental principles may undermine the Club’s integrity and its Members. When such behavior occurs, membership may be revoked for just cause which includes, but is not limited to:
20.3. The exclusion is notified to the person concerned by e-mail and takes effect on the date of sending.
20.4. Decisions to exclude are absolute and do not have to be justified in any way. The prorate membership fee paid in advance by the excluded Member shall be reimbursed immediately upon notification of the exclusion.
20.5. A Corporate Member cannot terminate his membership during the initial period of the year nor during the following year(s) in case of renewal. However, as stated in Article 16.2., a Corporate Member can refuse to renew his membership for the following year.
V. FINAL PROVISIONS
ARTICLE 21: SEVERABILITY OF CLAUSES
21.1. The fact that one of the provisions of the Agreement becomes null and void, illegal or unenforceable shall not affect the validity, legality or enforceability of the other provisions of the Agreement.
In this case, the Parties shall negotiate in good faith to replace the invalid, lapsed, illegal or unenforceable provision with a lawful provision, corresponding to the spirit and purpose of the Agreement and on equivalent or economically comparable terms and conditions.
ARTICLE 22: AMENDMENTS TO THE AGREEMENT
22.1. No amendment to the Agreement shall be valid unless made in writing and signed by or on behalf of each of the Parties.
ARTICLE 23 : FORCE MAJEURE
23.1. Neither Party shall be liable or be deemed to have failed to perform its obligations under the Agreement if any delay or failure in the performance of the rights and obligations under the Agreement is attributable to circumstances beyond the control of the Parties and disruptive to the normal course of business, including, but not limited to, government order, mobilization, war, epidemic or pandemic (or contagious disease), lock-out, strike, demonstration, technical defects in the transmission of communications, flooding of water or sewage, explosion, change in the general economic circumstances, the act of vandalism, or exceptional meteorological circumstances, without the Party invoking it having to demonstrate the unforeseeable nature of these circumstances (the "Force Majeure").
23.2. The Party claiming Force Majeure shall inform the other Party without delay and in writing and shall take all reasonable measures to overcome the temporary situation resulting from the Force Majeure.
23.3. In this case, either Party may suspend the performance of its rights and obligations under the Agreement for the time necessary to overcome the temporary situation or terminate the Agreement if the situation of Force Majeure persists for more than sixty (60) days, without any compensation being due.
ARTICLE 24: APPLICABLE LAW AND COMPETENT COURTS
24.1. The Agreement is governed exclusively by Belgian law. In the event of a dispute, in the absence of conciliation by the Parties, only the French-speaking courts and tribunals of the judicial district of Brussels shall have jurisdiction to hear any dispute concerning the Agreement, in particular its validity, interpretation, performance or termination for any reason whatsoever.
VI. EVENT ORGANISATION
ARTICLE 1: TERMS AND CONDITIONS FOR THE PROVISION OF INFRASTRUCTURE AND SERVICES
These general terms and conditions apply to any provision of a room between THE MERODE S.A. on the one part whose registered office is at Place Poelaert 6, 1000 Brussels (BCE 0870.366.647) and the ‘Client’ on the other part, and to all services rendered or provided by THE MERODE S.A., unless agreed otherwise in writing. They form part of the contract binding the parties.
THE MERODE S.A. respects privacy, see the ‘Privacy Policy’ at www.themerode.com/privacy-policy
By signing or initialing these general terms and conditions, the Client acknowledges having received a copy of these general terms and conditions of sale, having read them and having accepted all the clauses. The acceptance of terms and conditions deviating from these is subject to a written agreement between the Client and THE MERODE S.A.
ARTICLE 2: OFFERS, OPTIONS & CONFIRMATION
Offers and options given are valid for a maximum period of 14 calendar days. If a third party wishes to confirm said date during this period of validity, the Client is granted a 48-hour period with first option to confirm the date. Beyond this
period, and in the absence of written confirmation from the beneficiary, THE MERODE S.A. reserves the right to automatically cancel the options.
A reservation is confirmed by returning an email containing the offer, stating clearly that the client agrees with the offer to the event manager of THE MERODE S.A. The offer then becomes binding and definitive and the agreement between the Client and THE MERODE S.A is considered to have been concluded.
ARTICLE 3: PRICES
The fees in the offer are expressed in euro plus VAT and are subject to change until such time that THE MERODE S.A. has received the Client’s confirmation, in particular in the event of salary increases, social dues, prices of suppliers of
THE MERODE S.A. Prices may also be reviewed in the event of change(s) to the initial project.
ARTICLE 4: PAYEMENT TERMS
All invoices, addressed only to the co-contractor (natural or legal person) who has confirmed the offer, are payable in full before the event takes place. Receipt of payment is required to guarantee reservation of the room.
Invoices are for:
- 100% of the rent, charges, staffcost and cleaning are invoiced to the Client on receipt of the confirmation by the client of the offer.
- The balance, which will include all elements not yet included in this first invoice, is invoiced to the Client after the event, with a breakdown of the services actually provided.
In case of non-payment of an invoice by its due date, THE MERODE S.A. reserves the right to suspend all services. Moreover, non-payment by the due date will entail, by right and without prior notice, late interest payment at the rate of 10% per annum on any unpaid amount, until the payment date. In addition, in the event of late payment, the customer shall be liable by operation of law to pay, by way of fixed compensation, an amount equal to ten per cent (10%) of the outstanding amount, without prejudice to any other costs and compensation that may be due in the event of legal proceedings.
Depending on the type of event, and at the latest when access to the room is authorised, the Client must have made a bank payment to THE MERODE S.A. of €3,500 as a deposit which will be returned to the Client after estimation of the possible damages and final account of the services.
If these payment conditions are not fully respected (including the deposit), THE MERODE S.A. is entitled to refuse to provide the services, and more particularly access to the room.
ARTICLE 5: TERMS OF CANCELLATION
If the contract is cancelled for any reason whatsoever (with the exception of force majeure, gross negligence or fraud on the part of THE MERODE S.A), a one-off compensation payment is payable to THE MERODE S.A. as applicable:
- If the cancellation is confirmed to THE MERODE S.A. more than 8 days before the Activity: 60% of the total budget of the offer.
- If the cancellation is confirmed to THE MERODE S.A. less than 8 days before the Activity: the full budget of the offer.
In the event of cancellation by THE MERODE S.A (with the exception of force majeure, gross negligence or fraud on the part of the Client) and provided the Client is in the capacity of a consumer as defined by article I.1 2° of the Code of Economic Law (‘CDE’), THE MERODE S.A will reimburse the entirety of the sums already paid by the Client.
If services have to be cancelled due to an incident of temporary or permanent force majeure, the Client may either postpone the event to a date within 3 months of the end of the case of force majeure under the same terms and conditions (and in this scenario retain the benefit of the deposit paid), and within the limits of the services available, or waiver the first instalment due. All costs incurred by THE MERODE S.A. shall be payable in full. Moreover, THE MERODE S.A. will not be held liable for any damages and interest. If applicable, THE MERODE S.A. will aim to recover from suppliers the majority of the costs possibly not yet committed. If the Client is a consumer as defined by article I.1 2° CDE, the deposit will be returned to him minus any costs already incurred by THE MERODE S.A.
ARTICLE 6: SUPPLIERS
The Client is free to use the suppliers of his choice to provide any services with exception of the catering service (exclusive to JML), the technical service (exclusive to Son Excentrique), the director, the security staff, the restroom
attendant and the hostesses. The Client is personally responsible towards THE MERODE S.A. for the suppliers he chooses.
The Client must refer to the service provider’s general terms and conditions, including with respect to the catering and technical services.
ARTICLE 7: MISCELLANEOUS
7.1. At the end of the event, the Client must remove all materials and equipment brought in. In the event of failure to do so, THE MERODE S.A. is not liable should these materials and equipment become lost or damaged.
7.2. The Client is liable for all materials and equipment delivered prior to the event.
7.3. The Client must ensure that his suppliers respect the cleanliness of the premises and that they remove all materials and equipment they have brought in. Any waste remaining after the last suppliers have left will be disposed of by the THE MERODE S.A. cleaning team and subsequently invoiced to the Client.
7.4. The Client and suppliers must ensure that the floors and carpets are protected to avoid stains, rips and damage. The Client will be held liable for all damage caused.
7.5. The Client must respect the complete ban on smoking in accordance with the applicable legal provisions.
7.6. The Client undertakes not to disturb the local residents and to ensure that he and his guests respect the rented premises and the areas around them. Dance evenings and concerts are permitted in the basement (-1) only, and
events with background music are permitted only until 10.00 pm on the ground floor and the 1st floor.
7.7. The Client undertakes to respect the set-up and dismantling times communicated by the event manager.
ARTICLE 8: LIABILITY
THE MERODE S.A. accepts no liability whatsoever as a result of these terms and conditions, except for that incumbent on it by law, its only commitment being to make the services freely and entirely available to the Client under the terms
and conditions set out in this contract.
THE MERODE S.A. can under no circumstances be held liable nor concerned by the impossibility to provide services due to fault on the part of the Client, for example, a disruption to the electricity supply after overloading the interior
network, failure to respect the rules imposed by an authority due to occupying the premises or the intended activity, etc.
Likewise, THE MERODE S.A. cannot be held liable in the event of unforeseen circumstances or force majeure, nor for technical incidents or breakdowns occurring during provision of the services. However, THE MERODE S.A. will make
every effort to remedy such events within the limits of what is possible and depending on the availability of the tradesmen called in to carry out the repairs.
THE MERODE S.A. is not liable in the event of theft or damage through vandalism inside or outside the room. It is the Client’s responsibility to take all appropriate measures to safeguard the premises and the surrounding areas (parking
warden, security guard at the entrance, etc.) against damage and theft.
Before entering the premises, the Client will be entitled to check their condition and that of the room. In order to be admissible, any remark must be made by the Client in writing, before the start of the services.
Following dismantling at the end of the activity on the premises, the Client will be entitled to check their condition and that of the infrastructure. In the absence of the Client, the condition of the premises will be communicated to him and may not be contested.
ARTICLE 9: INSURANCE
The Client benefits from a waiver of recourse clause with respect to the comprehensive building fire and contents insurance which THE MERODE S.A. makes available to him. The Client must, however, have civil liability insurance in
place for his activities and provide sufficient cover for its own materials and equipment or materials and equipment belonging to its suppliers.
The Client must also have insurance cover against all damage caused to neighbours by himself or by individuals participating in the activity.
ARTICLE 10: SECURITY
In order to guarantee the security of its goods and the goods entrusted to it, TheMerode uses video surveillance cameras. The recorded images will be kept for a maximum period of one month. The Customer may request access to the images that concern him as long as the request made by him is sufficiently precise.
ARTICLE 11: DUTIES & TAXES
All public and private duties, taxes, social security contributions or charges of whatever nature (including Sabam and related rights) due because of this agreement or from the way in which the premises are used are payable entirely andexclusively by the Client, releasing THE MERODE S.A. from all liability.
The VAT is payable by the client, and is added to the amounts indicated in this agreement.
ARTICLE 12: APPLICABLE LAW
All our offers, assignments and activities are governed by Belgian law. All disputes fall under the exclusive jurisdiction of the courts of Brussels and, if the amount justifies it, the Justice of the Peace of the 1st canton of Brussels.