MEMBERSHIP CONTRACT
MEMBERSHIP AGREEMENT - TERMS AND CONDITIONS
Reading Terms and Conditions isn't “doing cool sh!t”, but it’s important that you read it carefully to understand your rights and protections, as well as ours. Please contact us at reception@thespacenoosa.com if you have questions regarding this T&C.
DEFINITIONS In these Terms, the following definitions apply:
BUSINESS HOURS Business Hours are defined as being between 8.30 am and 5.00 pm Monday –
Friday excluding Public holidays in Queensland. Members on plans who have access to 24/7 use of
TSN don't have to comply with the opening hours stated above.
FAIR USE: While not an exhaustive list, examples showing what will/will not constitute ‘Fair Use’ or what
will be considered ‘unreasonable’ are outlined in section 3.0 Fair use.
FEE: The fee specified under Schedule A, as varied by us from time to time in accordance with section
7.0 Fee and other payments
MEETING ROOMS: Meeting Rooms means and includes the rooms that may, or have, or could be used
as a place to meet with another business or person. Other Accessible areas include the reception,
hallways, kitchen and Co-working area.
MEMBERSHIP: The membership category selected by you as shown or limited in Schedule A and which
are subject to these Terms.
OUR PROPERTY: Any furniture, equipment, documents or other property in the Space that is owned or
controlled by us, including the Space.
POLICIES: Any of our codes of conduct, policies and procedures accessible on the Website, Cobot CRM
or otherwise made available to you, as added to, updated or amended by us from time to time.
WEBSITE: Our website at www.thespacenoosa.com
SERVICES: What’s included in your Membership as identified on the website or Cobot CRM.
SPACE: The area made available for you to work from.
MEMBER Any person, company or organisation granted Membership by TSN.
YOUR PROPERTY: Any equipment, documents, property or possessions that you bring into the Space.
NOTES: Unless stated otherwise, prices are quoted excluding GST.
CANCELATION POLICY Unless stated otherwise, 20 % for cancelling up to the day before the booking and 50 % for the day of the booking applying to flexi passes, day passes, meeting room bookings and The Boardroom bookings.
TERMS & CONDITIONS
1.0 GRANT AND TERMS
By clicking the checkbox upon signing up, TSN grants the member and the member accepts:
a non-exclusive license to access the location for the term;
for use as a commercial office only; on the terms and conditions of this Agreement;
If neither party provides the other with notice, then the term automatically extends on a month
by month basis after the end of the stated term. The member is still required to provide 1 month
notice of the date that they wish the agreement to come to an end even if they are on a fixed
term membership with an end date. A monthly fee is payable for the 1 month notice period,
even after the end of the original term.
By signing up to Virtual Address membership you agree to a minimum commitment of 12 months with a one-month cancellation notice after that.
2.0 VENUE AND BUILDING RULES
The client must comply with and must ensure that their employees, contractors, agents,
customers and visitors comply with the following:
•The businesses etiquette and rules as outlined below.
•The Covid-19 workplace safety plan when it's in place.
•Be respectful to coworkers and be mindful of noise levels.
•Not use the Space for the retail sale of goods or services, social activities, unapproved
events for social or business, or for any other activity, or in any way, that could be
deemed unacceptable use by TSN. Anything outside of their membership agreement.
3.0 FAIR USE
The member agrees to use TSN services and/or the Space as shown and limited by the
members Membership. Where the members Membership entitles the member to access the
Space, this is permission to use the Space, and does not give the client exclusive rights to any
part of the Space. To ensure TSN can provide the Services and/or use of the Space for all
members for the Fee quoted, all members must comply with the principle of ‘Fair Use.’ We
believe ‘Fair Use’ means that our Services and the Space are not used in a way that is
‘unreasonable’ in the circumstances.
While this is not an exhaustive list, examples showing what will/will not constitute ‘Fair Use’ or
what will be considered ‘unreasonable’ use are:
Members can only use the Space for the number of hours per month allocated to their
applicable Membership. Use of the Space beyond the allocated amount is considered
unreasonable in the circumstances and will be charged accordingly to their plan. Please limit
the number of guests the member brings into the Space. Excluding meeting room bookings and
venue hire, we consider that two guests for up to two hours is reasonable. Please understand
that to be fair to other members we may need to limit guest access in peak times. If for
whatever reason the member needs additional guest access, please talk to TSN to see what
can be arranged.
Please limit printing to a reasonable amount in accordance with any policies introduced from
time to time by TSN and communicated to the member.
The member must not use the internet access provided for excessive downloads, especially for
personal use (i.e. not for ordinary business or commercial purposes). This includes, but is not
limited to, the use of any torrent client software; and
Use of mailing services should be limited to ordinary business or commercial purposes and not
used excessively or predominately for personal use.
A 100% cancellation fee will be applied to meeting rooms bookings which are cancelled by
members with less than 24 hours notice. For those with complimentary meeting room hours
included in their membership this will be taken off their quota.
A Social Desk member should book a meeting room or use a common break out area if they
bring in external clients or friends into the space.
Repeated or continual abuse of the fair use requirements may result in the suspension or
termination of the members Membership.
Paid meeting rooms and/or boardroom bookings may be rescheduled, providing sufficient amount of time has been
given for notice - 1 month prior to booked date.
There is to be only one (1) reschedule of the booking, providing that notice has been given 1 month prior to booked date,
otherwise said person risks losing their payment for the booking.
4.0 SAFETY
The member acknowledges that due to the shared nature of the Space, they may find that they
are working in close proximity to individuals or organisations that compete with their business.
The member acknowledges that sensitive information may sometimes be overheard, and the
member agrees to be responsible for the members own privacy and confidentiality and to
respect the right of privacy and confidentiality of other members.
While TSN takes all reasonable measures to ensure the Space is a safe and healthy working
environment, the member is responsible for their own safety (and that of the members
employees and guests) whilst in the Space. It is the members responsibility to observe safe
systems of work and to practice safe behaviour, to protect themselves and ensure the safety of
others. This includes using Our Property and the members property safely, for the purpose it
was intended for, and with a reasonable amount of care.
If the member sees anything they consider may create a risk to the health and safety of
members, staff or visitors in the Space please notify TSN immediately.
From time to time TSN is legally required to comply with evacuation drills arranged by the
building owners so as to ensure procedures are in place in case of an emergency. Fire wardens
are trained to assist with these drills and all members must fully cooperate and comply with all
directions from the fire warden.
Please refer to our COVID-19 workplace safety plan for the steps we’re taking to help maintain
a COVID-safe environment.
5.0 SECURITY & CONFIDENTIAL INFORMATION
‘Confidential Information’ includes information relating to either party’s business, employees,
clients, products and business processes. Any Confidential Information the client gives to TSN,
remains confidential. We have adequate policies and procedures in place to reasonably protect
Confidential Information the client discloses to TSN and the member agrees to take reasonable
care to protect any Confidential Information TSN may disclose to the member and not disclose
it to any third party.
The member is responsible for ensuring that their Confidential Information, and that of any of
their employees, remains secure within the Space. TSN will not be liable for any unauthorised
disclosure of the client’s Confidential Information, unless such disclosure occurs as a result of a
breach of our confidentiality obligations to the client.
TSN makes no representations about the security of the internet connection, and the client
must take reasonable security measures (e.g., encryption) or fallback services as are
necessary for the members business or enterprise.
6.0 UNACCEPTABLE BEHAVIOUR
TSN is a shared office and we ask that the member consider other members and use TSN in a
respectful way. The use of illegal drugs, intoxication, offensive language, bullying, threatening
or abusive behaviour (verbal or physical) towards our staff or other members, theft or damage
to our Property or to that of another member, will not be tolerated. TSN reserves the right to
remove offenders from the TSN, notify the authorities and/or suspend or terminate their
Membership.
Smoking is not permitted in TSN. Any members found smoking inside the Space may have
their Membership suspended or terminated.
While at the Space, the member agrees not to make any comments, take any photos or make
any videos which identify or utilise our intellectual property or logos without prior approval and
authorisation.
The member agrees to refrain from making any communications to any persons that could be
considered obscene, offensive, defamatory, threatening, harassing, discriminatory or hateful
and which could be perceived to be comments made on behalf of TSN.
TSN Services cannot be used for knowingly creating, transmitting, retrieving, installing, or
storing any communications that are:
•discriminatory or harassing
•defamatory, threatening or derogatory to any individual or group (including TSN
and their Services)
•obscene, sexually explicit or pornographic
•in violation of any license/copyright governing the use of software or material;
and/or
•engaged in for any purpose that is illegal, including but not limited to:
•using a password without authorisation to gain access to another person’s
information or communication;
•sending forgery, fraudulent activity, misleading or deceptive conduct or to
transmit any objectionable material or undertake any other unlawful activity;
•disguising or attempting to disguise identity when sending e- mail, using another
person’s e-mail account or copying messages or files belonging to another
member without their permission;
•accessing or hacking, without express authority, any computer; and/or
sending, receiving or copying copyrighted materials, trade secrets, confidential
information, proprietary financial information or similar materials without prior
authorisation.
7.0 FEE, CREDITS AND OTHER PAYMENTS
The member must pay fees and all other money due to TSN on or before the due date. It is the
members responsibility to ensure that the members payment details are kept up to date and
that there are sufficient funds in the members nominated account to enable the successful debit
of the Fee each month.
The member must pay:
•the membership and incurred incidental fees by the due date.
•memberships fees are payable monthly in advance and due on the first day of each month. For example, the membership fee for November is due at the latest on the 1st of December.
•The first invoice will cover the prorated amount on the starting month, plus the whole of the next month.
•a one month membership fee is also due for any office membership, which will act as a bond and/or final months payment.
•any amount due and payable in relation to the Additional Services agreed by the client, will be charged at the prevailing rates as published by TSN.
•A pro-rata fee and other money due to TSN is payable for any period which is less than a full month.
•The member must pay or reimburse TSN:
•Any reasonable costs incurred by TSN in recovering the members fee, including but not limited to any legal fees (on an indemnity basis), bank fees or collection agency fees.
•10% interest on money due to TSN under this Agreement which has not been received by the due date, with that interest accruing until all outstanding money (including interest) has been received; and
•the amount that TSN has paid or for which we are responsible in connection with anything the client, their employees, contractors, agents, customers or visitors have done in, on or from the Suite.
•Acceptable payment methods include direct debit, credit card or specified third party online payment system such as PayPal or Stripe.
•Payments made via credit card or online payment system will attract a processing and surcharge fee.
•The Fee may be subject to review at the beginning of each financial year at our discretion. You will be notified in writing 30 days prior to any increase in the Fee taking effect.
•By default, meeting rooms and printing credits do not accumulate and expire at the end of each month.
•Additional or unreturned office keys will be charged at $50.
8.0 SECURITY DEPOSIT
The member must pay TSN the Security Deposit on or before the Start Date or the date this Agreement is signed if required.
TSN may apply the Security Deposit (in whole or in part) towards any of the following:
Any debt owed by the member; or
Our costs of repairing any damage caused by the member, their employees, contractors,
agents, customers or visitors to the Suite or any of the TSN property, services and for remedying any default.
If we use any of the Security Deposit, the members following monthly invoice will include an additional fee equalling the amount used of the Security Deposit – this is done to ensure the Security Deposit is always maintained at the amount specified in the agreement.
On or before the earlier of the End Date and the date when this Agreement is terminated, we may use the Security Deposit for outstanding amounts payable by the member and then refund any unused part of the Security Deposit back to the member.
9.0 SERVICES, FURNITURE AND EQUIPMENT
The member agrees that they will not remove anything in the premises that belongs to TSN.
While the member complies with this Agreement, TSN must provide the member with:
•The services, facilities and equipment as specified in the agreement.
•TSN endeavours to provide fully functional and operational and services to members and guests, however we can not guarantee a 100% up time for all its services.
•TSN can not guarantee that all computer and mobile devices will be compatible with TSN network.
•TSN may provide additional services requested in writing by the member. If that occurs:
•TSN may decide, by written notice to the client, payment terms for those additional services and may vary the price of those additional services after providing the member with written notice; and
If we either:
•Acquire services from a third party to provide the additional services; or
•Procures the provision of the additional services directly from a third party to the member (whether or not that third-party acts as our agent),
•TSN has no liability to the client for any loss arising from, or costs incurred in connection with the additional services to the extent those losses or costs are beyond our actual control.
10.0 REPAIR, MAINTENANCE AND MAKE GOOD
The member must:
•maintain the Suite, Furniture and Equipment in good repair.
•notify TSN immediately of any damage to the specified area and the furniture and equipment.
•notify TSN prior to any permanent or semi permanent modifications being made to their suite.
The member must not (including permitting to be done):
•use the office for any illegal or noxious purpose;
•damage the Suite or the Furniture and Equipment;
•damage or remove from the Suite anything which does not belong to the client;
•install or remove any cabling without our prior written consent;
•make any changes to the Suite or the Furniture and Equipment without our prior written consent;
•smoke or permit smoking in the building; or
•affix signage or other material to any interior or exterior wall or window of the office to any exterior wall.
Members must have the offices professionally cleaned within 7 days of tenancy end. This includes carpet steam cleaning and sanitising. If this does not occur, TSN will have the office cleaned at the members expense.
11.0 ACCESS
The member can:
•Access the building between 8:30am and 5pm on business days and with a key code or add 24/7 hour access outside of these hours.
•Permanent Desk members have access to fair use of the common space areas which will be self-monitored.
•Additional meeting room packages can be purchased as required.
•The use of the issued key code to enter the building will mean that the member are deemed to have entered the building and will be held responsible for any damage resulting from the access given.
The member must:
•notify TSN immediately in the event of the security key code being stolen, misplaced or lost. This will result in the cancellation of the issued security key code and a new security key code will be assigned.
12.0 SURVEILLANCE
12.1 You acknowledge that 'The Space Noosa' may, to the extent permitted by law, conduct camera and tracking surveillance of The Space as a whole during your membership.
12.2 You consent to 'The Space Noosa' from on a continuous, ongoing basis:
(a) accessing, monitoring, logging and recording any communication or information developed, used, received, stored or transmitted by you as a member that is deemed unlawful or for criminal purposes or as a breach of your membership.
(b) installing filtering systems in 'The Space Noosa's' IT Systems which restrict the inward and outward flow of certain types of material, including emails and viruses, with the result that some email traffic may be blocked.
13.0 TERMINATION OR SUSPENSION
TSN may cancel the members Membership with immediate effect if the member:
•breaches any of the obligations in these Terms and the breach is not capable of being remedied;
•breach any of the members obligations in these Terms and if such breach is capable of remedy, the member do not remedy their breach within 7 days of being notified by us;
•fail to pay the Fee, and such failure is not remedied within 14 days; and/or
•fail to comply with our Policies provided to the client have been given a copy of such Policies and we have given the client written notice of such failure (and our required remedy), and a reasonable time (as determined by us) in which to rectify the failure.
Termination of the clients Membership will not entitle them to a refund for any portion of the
Fee, and the client shall remain liable for any amounts which have become due but remain unpaid.
If the members Membership is terminated by TSN, all unpaid amounts will become immediately due and owing.
TSN may also cancel the members Membership at any time, for any reason, by providing the client with 1 month written notice.
TSN may also suspend the members Membership for any period of time, at any time, for any reason, at our sole discretion.
13.1 TERMINATION BY THE MEMBER
The members membership will not automatically terminate on the date specified by the
Membership Duration.
In order to end the Membership on the date specified by the Membership Duration, the member
must provide at least 1 month written notice of the intended cessation of the Membership. If the
member fails to do so, the Membership will be taken byTSN to be continued on a month by
month basis. The member will become liable for payment of the Fee in accordance with this
agreement.
13.2 TERMINATION BY AGREEMENT
The Membership may be terminated earlier than the date specified by the Membership
Duration subject to:
•written agreement being obtained from TSN; and
•the provision of at least 1 month written notice prior to the proposed date of cessation.
The member agrees that TSN will, at cost to the member:
•remove anything in the premises not belonging to TSN;
•carry out any other work reasonably required by TSN to return the area to its condition at the Start Date; and
•replace any item of our property which has been removed from the premises without TSN prior written consent.
On or before the earlier of the End Date and the date when this Agreement is terminated, the member must:
•deliver up all security fobs
•remove all items it has brought into the premises; and pay any money owed to TSN
13.3 SUSPENSION/PAUSE
Memberships can be suspended/paused for a period no shorter than 1 month and no longer
than 3 months. provided:
•The member is not in the first 3 month of their membership
•The member is not on a promotional or discounted membership rate. If the member is on a discounted or promotional rate, the same rate can only be offered if the promotion is still running post suspension.
13.3.1 OFFICE AND DEDICATED DESK MEMBERSHIPS:
Office and Dedicated Desk memberships can be suspended for a period of (minimum and maximum) 1 month only.
During this period, a pausing fee of 25% of the membership value will be charged as a storage and mail service fee.
13.3.2 HOT DESK AND OTHER MEMBERSHIPS
Memberships can be suspended for a period no shorter than 1 month and no longer than 3
months. During this period, access to the building will be restricted and the membership will be
downgraded to a virtual membership to continue to use CoWork Me as a business address and
mail service.
14.0 DEFAULT
The client will be considered in default if:
•They fail to pay money due to TSN by the due date;
•They fail to perform or observe any provision of this Agreement,
•They remove from the premises anything not belonging to the client.
•If the member is in default, then TSN may:
•enter the premises and remove the member;
•remove any property not belonging to TSN;
•suspend or terminate any of the Services;
•commence proceedings against the client; or
•terminate this Agreement.
15.0 INDEMNITY
The member indemnifies TSN, and each person claiming through TSN, against any liability or
loss arising from, and costs incurred in connection with:
•The member act or omission or that of its employees, contractors, agents, customers or visitors;
•a breach of this Agreement.
The member must pay or reimburse TSN Me all costs (including solicitors’ costs on an indemnity basis) incurred by TSN by reason of the members breach of the Agreement.
TSN liability to the member for breach of these Terms will be capped at an amount equal to the
Fees that the client has paid in the 1 month prior to the claim arising. TSN will not be liable for
any indirect or consequential loss, including any loss of actual or anticipated business, income
or loss of opportunity.
The member will release and indemnify TSN for any loss incurred by TSN or any claim against
TSN resulting from a breach of these Terms by the client or any action of the client’s employees
or guests the member brings into the Space.
Nothing in these Terms shall exclude or limit any rights or remedies the member may have
under the Australian Consumer Law (ACL), set out in schedule 2 of the Competition and
Consumer Act 2010.
TSN will not liable to the client for any personal property that is damaged, lost, or stolen while
on or around the Space at all times, including, but not limited to, a vehicle or its contents or any
property left at the Space (secured or otherwise).
If the member (their employees or the client’s guests or any non-Users the client gives access
to the Space, whether authorised or unauthorised) cause damage to the Space or Our
Property, the client is liable for its cost of repair or replacement.
It is the clients responsibility to ensure that their property is fit for purpose and is used in a safe
manner. The client must ensure that any electrical equipment they bring into the Space is
inspected and tested in accordance with AS/NZS 3760:2010.
The member acknowledges that they will be liable for, and agree to release and indemnify TSN
for any damage caused to the Space or TSN Property, or for any claim brought against TSN, by
malfunctioning or incorrectly used equipment brought into the Space by the member, their
employees or guests. This includes, but is not limited to, damage caused by non-compliant
electrical equipment or electrical equipment not fit for use in Australia.
16.0 INSURANCE
TSN maintains a public liability insurance policy that covers the Space as well as their own
contents insurance. TSN contents insurance does not extend to the members property or the
property of the members guests.
The member must ensure they have sufficient insurance to cover their property and any other
liabilities, including but not limited to public liability and any State or Territory workers
compensation insurance requirements.
17.0 NO TRANSFER, SUB-LICENSING OR SECURITY
This Agreement is personal to the member signing this agreement. The member must not
transfer this Agreement or sub-licence or otherwise part with or share the whole or any part of
the Suite without our prior written consent.
The member must not attempt to or take any step to create or allow a security over the
members interest in this Agreement, their property or our property except with our prior written
consent.
18.0 NO WARRANTY AS TO MEMBERSHIP SUITABILITY
The member agree and acknowledge that:
•Access and occupy to the premises and uses of the Services and the Furniture and
Equipment at the members sole risk
•TSN, or anyone acting on our behalf, has not made any representation or warranty as
to the suitability or adequacy of the premises, the Services or the Furniture and Equipment.
•They may be reallocated to an alternate location within the space at TSN discretion.
19.0 NOTICES
A notice given under this Agreement may be given:
•personally, or by post or by email (to the address specified in the Schedule);
•if the member is a company, notice may be sent to the members registered office as set out in ASIC’s records.
•Notices sent by post are deemed received on the second business day after posting.
•TSN reserves the right to amend or update these Membership Agreement Terms & Conditions
•at any time without prior notice.
20.0 PROMOTIONS
Unless stated otherwise, promotional prices, deals, and discounts are available to new inquiries
only.
The Space Noosa is not responsible for the marketing of events or workshops held within The Space Noosa.
Promotional services can be purchased via new inquiries.
If promotional services have been purchased, the The Space Noosa does not take responsibility if those promotions do not enhance attendance accompanied with the event, workshop, etc.
No further discounts can be applied to promotional prices.
21.0 PET POLICY
Pets are allowed in the building and must remain harnessed and be accompanied by the owner at all times.
22.0 VIRTUAL MAILING CANCELLATIONS
In the occurrence that a Virtual Mailing plan is being cancelled, any further mail that has been received after the cancellation date will be charged in accordance with the time kept on the premises. Opening and scanning urgent mail is done at an additional cost to the member.
23.0 PRIVACY
TSN is committed to maintaining the confidentiality and security of the members personal information and managing it in accordance with our obligations under privacy law. Please contact TSN if you would like a copy of our privacy policy.
Email: reception@thespacenoosa.com
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