Club "TheMerode"

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 or not 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 company (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.  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. 

• Access to a community of Members who share several values and principles; 
• Access to the Club's entire program: social, cultural, charitable or business-oriented events; 
• Access to the Club's facilities and advantages: access to the Lounge Bar and Restaurant, access to the coworking space, exclusive invitations to social and cultural events, preferential rates with the Club's partners, etc.; 
• Access to private and professional opportunities: mentoring sessions, dedicated manager community, weekly networking events, etc.

ARTICLE 5: SCREENING BOARD 

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 : 

• Unlimited access to our program with over 150 in-person member events a year ;
• All-day long access to the bar, restaurant, Members-only room and workspace ;
• Invitation to TheMerode out-of-the-ordinary exclusive nights with one guest.

The “Next Gen” Membership, conditioned by the age of the candidate (18 to 35), with a discounted rate  :

• Unlimited access to our program with over 150 in-person member events a year ;
• All-day long access to the bar, restaurant, Members-only room and workspace ;
• Invitation to TheMerode out-of-the-ordinary exclusive nights with one guest. 

The “Partner” Membership, with a discounted rate for both partners : 

• Unlimited access to our program with over 150 in-person member events a year ;
• All-day long access to the Bar, restaurant, Members-only room and workspace ;
• Invitation to TheMerode out-of-the-ordinary exclusive nights with one guest. 

This special Membership is however conditioned by the following provisions :

• Linked Adult Members benefitting from a Dual/Partner Membership Subscription will have to sign their Contract and will be subject to the provisions of their Contract,  together with these Terms and Conditions and the Club Rules.
• Within fourteen (14) calendar days of the Club Usage Start Date, the Linked Adult Members must provide official documents from the competent local authority to the Club to evidence that they are officially registered at the same home address.
• If the Linked Adult Members fail to provide such evidence within the timeframe, then the Partner Membership Subscription will automatically revert to an individual twelve (12) month membership subscription and the Signing Party will be charged the fees applicable to individual membership subscriptions, until such evidence is produced. Such evidence must be provided to the Club at least once every twelve (12) months thereafter, to continue benefitting from the Partner Subscription. The Club reserves the right to request such evidence at any time during the membership.
• Each Linked Adult Member and, if and to the extent applicable, together with his/her respective Signing Party, acknowledge(s) that he/she or they remain(s) solely responsible for his/her or their performance of the Contract, including his/her or their payment obligations and his/her behaviour within the Club's facilities.

The “Group Membership” with a discounted rate for each of its Members : 

• Unlimited access to our program with over 150 in-person member events a year ;
• All-day long access to the Bar, restaurant, Members-only room and workspace ;
• Invitation to TheMerode out-of-the-ordinary exclusive nights with one guest.

This special membership is however conditioned by the following provisions :

• This type of membership requires a minimum of five (5) members.
• The invoice is paid by each member individually.
• Members benefitting from a Group Membership will have to sign their Contract and will be subject to the provisions of their Contract, together with these Terms and Conditions and the House Rules.
• If the number of Members benefitting from the same Group Membership under an arrangement between their company and The Merode falls below the minimum number set out in that arrangement, then the Group Membership will revert to an individual twelve (12) months membership subscription at the end of the current contractual period and the Members will be charged the fees applicable to individual subscriptions.
• Each Member and, if and to the extent applicable, together with his/her respective Signing Party, acknowledge(s) that he/she or they remain(s) solely responsible for his/her or their performance of the Contract, including his/her or their payment obligations and his/her behaviour within the Club's facilities. Membership is nominative and cannot be passed on to others.

*Those four types of memberships; "Classic", "Next Gen", "Partner" and "Group" are nominatives and cannot be passed on to others. 

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 The Merode in writing within a maximum of one month before the expiry of the above-mentioned period.

ARTICLE 9: DETERMINATION AND PAYMENT OF THE ANNUAL FEE   

9.1.  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. 

9.2.  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. However, the member can choose to pay his fee every month in which case he shall inform TheMerode by written notice.  

9.3.  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 

9.4.  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.

ARTICLE 10: PAYMENTS MADE WITHIN THE CLUB    

10.1.  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.

10.2.  Bar and restaurant services are to be paid for directly on-site. Payments for reservations and space rentals must be made before the event and by the general terms and conditions of sale. Payments for paid events must be made before the event. 

ARTICLE 11: GUESTS 

11.1.  The activities of the Club are exclusively for Members unless otherwise specified. 

11.2 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.

11.3 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.

11.4 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 12: REVOCATION AND TERMINATION OF MEMBERSHIP 

12.1.  Membership may be revoked at any time by the Screening Board for good cause. 

12.2.  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: 

• failure to comply with the Club Rules of the Club's Ethical Charter; 
• conviction for a misdemeanour or felony; 
• non-payment of the annual fee or of two consecutive monthly payments

12.3.  The exclusion is notified to the person concerned by e-mail and takes effect on the date of sending.

12.4.  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.

12.5.  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. 

12.6.  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 :

• Any health-related problem of the Member, confirmed by a medical certificate, preventing the Member from using the facilities of the Club 
• For professional reasons, justified by an employer’s declaration or written evidence. 

The request, once accepted by TheMerode, shall take effect immediately. 

12.7.  In case of suspension, the following provisions apply : 

• During the suspension period, the Member shall not be granted access to the Club and its facilities.
• No retrospective suspensions shall be granted.
• Suspension of the Contract does not alter its duration and the Contract shall be deemed in force for its remaining duration as if no suspension took place.
• Members Party paying the subscription fees on an annual basis shall receive a credit equivalent to the amount of the period of suspension. This credit may be offset, on the subscription fees covering the next annual contractual period. If the Contract is terminated or not renewed, then the credit shall be reimbursed to the Member at the end of the current contractual period using a bank transfer to the Member’s bank account as specified during the subscription process ; 
• Partner Membership subscriptions: If the subscription of one of the Linked Adult Members is suspended, the other Linked Adult Member can continue accessing the Club and using its facilities. 

12.8.  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 13: SERVICE OFFERED

13.1.  The Corporate Club gathers Belgian and international companies from a networking perspective. 

13.2.  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. 

13.3.  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 14: SCREENING BOARD 

14.1.  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. 

14.2.  The Screening Board reserves the right to determine the maximum number of Members as well as the profile of the Members sought. 

14.3.  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 15: APPLICATION FOR MEMBERSHIP BY A COMPANY  

15.1.  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

15.2.  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 16: APPLICATION FOR RENEWAL OF MEMBERSHIP    

16.1. The membership shall enter into force once TheMerode has accepted the corporate candidate’s application by way of written notification

16.2. 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 17: PAYMENT OF THE ANNUAL FEE   

17.1.  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. 

17.2.  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.  However, the corporate member can choose to pay his fee every month in which case he shall inform TheMerode by written notice.  

17.3.  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 

17.4.  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.

ARTICLE 18: PAYMENTS MADE WITHIN THE CLUB    

18.1.  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.

18.2.  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 19: REVOCATION AND TERMINATION OF MEMBERSHIP   

19.1.  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. 

19.2.  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: 

• failure to comply with the Club Rules of the Club's Ethical Charter; 
• conviction for a misdemeanor or felony; 
• non-payment of the annual fee or of two consecutive monthly payments

19.3.  The exclusion is notified to the person concerned by e-mail and takes effect on the date of sending.

19.4.  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.

19.5.  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 20: SEVERABILITY OF CLAUSES    

20.1.  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 21: AMENDMENTS TO THE AGREEMENT 

21.1.  No amendment to the Agreement shall be valid unless made in writing and signed by or on behalf of each of the Parties.

ARTICLE 22 : FORCE MAJEURE  

22.1.  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"). 

22.2.  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. 

22.3.  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 23: APPLICABLE LAW AND COMPETENT COURTS

23.1.  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.