Bootstrapper Membership Terms & Conditions

HUB TERMS AND CONDITIONS

1. Background

1.1 Noosa Shire Council owns Premises that contain a co-working and start-up facility in Peregian Beach, Queensland operating under the name ‘Peregian Digital Hub’.

1.2 We supply business related goods and services to technology companies who are seeking to:

(a) establish themselves in the area; and

(b) build relationships with similar enterprises as they grow their businesses.

1.3 Provision of goods and services by us can vary depending on the kind of membership that is subscribed to by you.

1.4 This document sets out the terms under which we will provide goods and services to you.

1.5 You accept that these terms and conditions will govern our engagement and agree to comply with them.

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2. Definitions and Interpretation

Definitions

2.1 The following definitions apply:

(a) Agreement: means this document (inclusive of any Special Conditions), any schedules and attachments to it, and any documents incorporated into it by reference.

(b) Business Day: means any day that is not a Saturday, Sunday or public holiday in the Noosa Shire Council geographical area in Queensland.

(c) Business Hours: means 8.30am to 5.00pm on any Business Day.

(d) Claim: includes any action, demand, application, proceeding, judgment, enforcement hearing and enforcement order.

(e) Confidential Information: means any information which by its nature is confidential, is received on the express or implied understanding that it is confidential or is marked as being confidential. Confidential Information may include:

- (i) information about processes and policies, commercial operations, financial arrangements or affairs;

- (ii) or records,

(b) it does not include:

- (iii) information that is publicly known for reasons other than as a result of a breach of this Agreement;

- (iv) any other information that is received through a third party and which is not governed by an obligation of confidence;

- (v) information belonging to a member that is inadvertently left on any allocated desk or computer screens and which has not been securely stored; or

- (vi) telephone calls that are overheard by other members within the co-working space.

(f) Deposit Amount: means the amount shown in the Order Form.

(g) Deposit Payment Date: means the date shown on the Order Form.

(h) End Date: has the meaning given to it in the Order Form.

(i) Force Majeure Event: means an act, omission, cause or circumstances outside a party’s reasonable control including fire, storm, earthquake, explosion, accident, enemy acts, war, sabotage, labour dispute, mechanical breakdown and act or omission of a third party.

(j) GST: means goods and services tax imposed through GST Law.

(k) GST Law: means A New Tax System (Goods and Services Tax) Act 1999 (Cth), any regulations passed under that Act or any rulings or determinations made by the Australian Tax Office about its interpretation.

(l) Guests: means of your staff, contractors, and other persons who visit the Premises on your express or implied invitation.

(m) Intellectual Property: means all registered and unregistered rights in Australia and throughout the world for:

- (i) copyright;

- (ii) trademarks or service marks;

- (iii) designs;

- (iv) patents;

- (v) semiconductors or circuit layouts;

- (vi) source codes and object codes;

- (vii) trade, business or company names;

- (viii) indications of source or appellations of origin;

- (ix) trade secrets;

- (x) know-how and Confidential Information;

- (xi) the rights to registration of any of the above; and

- (xii) the right to bring an action for infringement of any of the above;

- (xiii) but excludes Moral Rights.

(n) Law: means any applicable:

- (i)common law or the law of equity; or

- (ii) Federal, State or Local Government statute, regulation, ordinance that is in force.

(o) Loss: includes any loss, liability, tax, prohibition, penalty, fine or expense.

(p) Membership Fee: is the amount or method of calculation (inclusive of GST) that is described in the Order Form for each membership category.

(q) Moral Rights: means the moral rights conferred under the Copyright Act 1968 (Cth), including the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed.

(r) Order Form: means the membership signup web page/s which collect your membership and payment details.

(s) Personal Information: has the meaning given to it in our Privacy Policy.

(t) Premises: means our premises which are located at 253-255 David Low Way, Peregian Beach QLD 4573 (also described as Lot 95 on SP137431).

(u) Privacy Policy: means the Privacy Policy (as amended from time to time) included in our website terms of use which can be found at <https://www.noosa.qld.gov.au/terms-of-use>.

(v) Special Conditions: has the meaning given to them on the Order Form.

(w) Start Date: has the meaning given to it in the Order Form.

(x) We/us/our: means Noosa Shire Council ABN 97 969 214 121.

(y) You/your: means the member who is a party to this Agreement and includes your employees, agents, contractors and representatives.

Interpretation

2.2 In this Agreement unless the context otherwise requires:

(a) words importing a gender include any other gender;

(b) words in the singular include the plural and vice versa;

(c) all dollar amounts refer to Australian currency;

(d) a reference to any legislation includes any subordinate legislation made under it and any legislation amending, consolidating or replacing it;

(e) a reference to an individual or person includes a corporation or other legal entity;

(f) a reference to “consent” means prior written consent;

(g) the terms “member benefits” and “goods and services” are used interchangeably;

(h) clause headings have been included for convenience only and are not intended to affect the meaning or interpretation of this Agreement;

(i) if any expression is defined, other grammatical forms of that expression will have corresponding meanings; and

(j) if a party includes two or more persons, this Agreement will bind them jointly and each of them severally; and any reference to ‘notice’ under this Agreement means written notice.

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3. Term

3.1 This Agreement begins on the Start Date and ends on the earlier of the following:

(a) the End Date (subject to any renewals under clause 4); or

(b) when it is terminated under clause 19.

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4. Renewal

4.1 All memberships are provided on a monthly basis.

4.2 If neither party gives notice of their intention to end this Agreement by no later than one month before the current Term is due to expire, the Agreement will automatically renew and be extended by a period equal to the current Term. Clause 4.2 applies to successive terms following any renewals this Agreement.

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5. Services

Full-Time Membership

5.1 In exchange for paying the relevant Membership Fee and if you are a full-time member, we will make the following goods and services available to you:

(a) furnished business accommodation;

(b) non-exclusive 24/7 access of a designated desk and chair within the co-working space;

(c) swipe card access;

(d) wi-fi access;

(e) access to canteen and communal facilities;

(f) cleaning of co-working space, kitchen, communal facilities and toilets;

(g) security;

(h) entrepreneurial support;

(i) access to certain member specific events which are hosted by us; and

(j) access to our meeting rooms each month (subject to booking and availability).

Part-Time Membership

5.2 In exchange for paying the relevant Membership Fee and if you are a part-time member, we will make the following goods and services available to you:

(a) furnished business accommodation;

(b) for number of days specified in the membership type, non-exclusive access per calendar month to a workspace within the co-working space during standard business hours;

(c) wi-fi access during those days when access to the co-working space is agreed;

(d) access to canteen and communal facilities during those days when access to the co-working space is agreed;

(e) cleaning of co-working space, kitchen, communal facilities and toilets;

(f) security;

(g) access to member specific events which are hosted by us; and

(h) for number of hours specified in the membership type, access to our meeting rooms each month (subject to booking and availability).

Meeting Room Booking

5.3 To remove doubt, you acknowledge and agree that access to co-working space and meeting rooms under your membership:

(a) must be organised and agreed to in advance;

(b) is conditional upon reasonable notice being given; and

(c) is subject to availability.

Unused Member Benefits

5.4 If you are a full-time member or a part-time member, you also acknowledge that any unused member benefits for any given month will expire and be forfeited at the end of each month.

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6 Additional services

6.1 In addition to the member benefits provided under clause 5 for each membership category, we may also provide other additional services.

6.2 Additional services will be subject to separate fees and charges but maybe governed by these terms and conditions to the extent they are applicable.

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7 Membership Fees

Payment

7.1 Subject to clause 9 (GST), upon the receipt of a valid tax invoice and in consideration for the goods and services provided under clause 5, you agree to pay the Membership Fee that is relevant to your category of membership.

Method of Payment

7.2 The Membership Fee must be paid by you at the times, intervals and in the manner described in the Order Form.

7.3 If there are no times and intervals included in the Order Form, the Membership Fee must be paid in full before any goods and services are provided under this Agreement.

7.4 For any payment details that you supply, you agree that:

(a) these will remain current;

(b) you will immediately notify us if your payment details change.

Fee Review

7.5 We reserve the right to reserve and review our Membership Fees under this Agreement at any time at our discretion, subject to giving you 1 month written notice of any changes.

Late Payments

7.6 If clause 7.2 is not complied with, we reserve the right to:

(a) charge interest on any late payments at 5% above the cash target rate as published by

the Reserve Bank of Australia any given time; and

(b) suspend the delivery of any goods and services when any payment due under this Agreement is not paid on time.

Insufficient Funds

7.7 If:

(a) we try to debit any account or credit card included in the Order Form or which is otherwise provided to us; and

(b) there are insufficient funds in your account, we reserve the right to pass on any fees and charges that we incur as a consequence of insufficient funds being available and you must pay these fees.

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8 Deposit

8.1 If the Order Form provides that a deposit is payable, you must the Deposit Amount by the Deposit Payment Date.

8.2 The deposit will be refunded to you at the end of this Agreement subject to your full and proper compliance with the terms and conditions of this Agreement.

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9 GST

9.1 Terms used in this clause have the meaning given to them in GST Law and all amounts payable under this Agreement are excluding GST.

9.2 Where the Goods and Services provided under this Agreement are:

(a) a taxable supply; and

(b) the consideration for that supply excludes GST,

the recipient must pay an amount equal to the GST in addition to the consideration payable for the supply.

9.3 The amount of GST will be calculated at the prevailing GST rate.

9.4 If the GST rate is varied, the consideration payable for any supply under this Agreement will be varied to reflect the change of rate and any reduction in any other tax, duty or statutory charge connected with the rate change.

9.5 Where GST applies to a supply made under this Agreement, the supplier will deliver to the

recipient a valid tax invoice or adjustment note at, or before the time payment for the supply is required.

9.6 If an adjustment event occurs in connection with any taxable supply made under this Agreement:

(a) the amount payable by the recipient will be recalculated to reflect the adjustment event; and

(b) payment for the adjustment event will be made by the recipient to the supplier or by the supplier to the recipient (as the case requires).

9.7 Where a party is required under this Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed will be the sum of:

(a) the amount of the expense or outgoing less any input tax credits for the expense or outgoing to which the other party is entitled; and

(b) if the payment or reimbursement is subject to GST, an amount equal to that GST.

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10 Third parties

10.1 To the fullest extent permitted by Law, we are not responsible for and you fully release us from all Loss resulting from any Claim that is connected with:

(a) any business or personal relationship you form with any other member or occupant within the Premises;

(b) any information or representations that you rely on to and which are made by any other member or occupant within the Premises; or

(c) any information or representations that you rely on and which are made by any of our mentors, advisors or volunteers.

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11 Use of Premises and Equipment

Keys and Security

11.1 If you receive a key, swipe card access, a passcode or any alarm code for the Premises, you agree that these items or information:

(a) remain our property at all times; and

(b) are not able to be shared with any third party or Guest without our prior consent.

11.2 You must not make any copies of any keys or swipe cards without our consent.

11.3 If you lose our key or swipe card, you must immediately notify us and pay the cost of:

(a) any keys or replacement cards; and

(b) changing any locks (if required); and

(c) resetting or any passcode or alarm codes.

11.4 If your membership:

(a) provides you with access to the Premises outside of normal Business Hours; and

(b) you are the last person or business to leave the Premises, you must ensure that all doors are locked and all alarms activated before you leave.

Permitted Use

11.5 Subject to this Agreement you and your Guests must only use the Premises, and any furniture, fixtures, fittings facilities and equipment for purposes directly related to furthering your business as disclosed on the Order Form, and no other purpose.

11.6 You must:

(a) use your best endeavours not to disturb other occupants;

(b) not overload any services;

(c) not damage any of our furniture, fixtures, fittings, facilities and equipment;

(d) not alter the Premises, install any partitions or equipment, or do any building works without our prior consent;

(e) not do anything illegal on the Premises; and

(f) not install any furniture, office equipment, cabling, IT or external telephone connections without our prior consent which we may refuse at our discretion.

Maintenance and alterations

11.7 If your membership entitles you to the use of desk space, you must keep your desk space and any furniture and equipment included clean, tidy and in good repair (fair wear and tear excepted).

11.8 You and your Guests must also take proper care when using of any parts of the Premises including any furniture, fixtures, fittings, facilities and equipment belonging to us (fair wear and tear excepted).

11.9 You must reimburse us for any costs associated with you or your Guests not complying with clauses 11.8 - 11.9.

Signage

11.10 If your membership entitles you to signage on any house directory that is to be displayed and managed by us, you must reimburse us for the cost associated with having any signage prepared and installed on the house directory.

11.11 If you wish to install or display any other signage or advertising on the interior or exterior of the Premises, you must:

(a) obtain our prior consent before it is installed (to be provided at our discretion); and

(b) ensure the signage or advertising contains no content that is offensive, defamatory, not

for business purposes, and not compliant with any specifications agreed to with us.

House Rules

11.12 You and your Guests must comply with the house rules whenever you are:

(a) accessing the Premises; or

(b) using any of the goods and services, furniture, fixtures, fittings, facilities and equipment made available to you by us under this Agreement.

11.13 We reserve the right to review and change the house rules at any time at our discretion.

Service disruption

11.14 You acknowledge that:

(a) there may be some occasions where there is some disruption to the goods and services provided under this Agreement; and

(b) while we will use our best endeavours to provide continuity, we provide no guarantees as to the degree of availability or connectivity in relation to them.

11.15 To the fullest extent permitted by Law, you release us from all Loss resulting from any Claim that arises because of any disruption to any services provided by us under this Agreement.

Valuables

11.16 You are responsible for securing, storing and insuring any valuables that are left at the Premises.

Computer security

11.17 If your membership enables you to have access to any of our ICT systems (including wi-fi),

social media platforms or sites:

(a) you access these at your own risk; and

(b) we accept no responsibility for any interference, loss, damage or disruption to your hardware, mobile device, \ software or data that arises through accessing and using our ICT systems, social media platforms or sites.

11.18 When using our ICT systems, social media platforms or sites, you must take precautions to ensure you protect you and us from the risk of:

(a) viruses;

(b) malicious computer code; or

(c) other interferences,

that may cause damage, loss or corruption to any hardware, software or information subsisting within our ICT systems, social media platforms or sites including securing your own virus or malware protection.

11.19 It is also a condition of using our ICT systems, sites and social media platforms that you do not use them to download, store, transmit or communicate pornographic or other offensive material.

Guests

11.20 You agree that Guests can only enter the Premises:

(a) with our prior consent; and

(b) only after they have signed a visitor’s log for the Premises along with appropriate photo identification.

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12 Confidentiality

12.1 Parties must ensure that Confidential Information is kept confidential and is not disclosed to anyperson except:

(a) to its employees, officers, agents, contractors and sub-contractors to the extent needed for the performance of this Agreement;

(b) where disclosure is authorised or required by Law; or

(c) with the disclosing party’s consent.

12.2 Each party must:

(a) ensure that all Confidential Information is kept reasonably secure;

(b) ensure that all Confidential Information is only used for purposes for which it is originally disclosed; and

(c) immediately notify the other party if it becomes aware of any breach of this clause or if disclosure of Confidential Information is required by law.

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13 Privacy and Personal Information

13.1 This Agreement includes our Privacy Policy and it is a condition of it that all parties comply with our Privacy Policy.

13.2 It is your responsibility to review and familiarise yourself with your rights and obligations under our Privacy Policy.

13.3 When managing, maintaining, storing and transferring information (including Personal Information), we agree that we will:

(a) do all things reasonably necessary to ensure the Personal Information is kept secure; and

(b) notify you if there has been a breach of data security; and

(c) do all things reasonably necessary to remedy the breach.

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14 Intellectual property

14.1 You or any of your Guests must not engage or participate in any activity that infringes:

(a) our Intellectual Property Rights; or

(b) the Intellectual Property Rights of any third party.

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15 Corporate identity

15.1 You must do all things to ensure you preserve our corporate identity and business reputation,

including:

(a) not using our business name or corporate logo without our prior consent;

(b) not making public representations about any form of business relationship we might share without our prior consent;

(c) doing all things to ensure that you do not denigrate us or tarnish our business reputation; and

(d) communicating and conducting yourself with the highest level of professionalism.

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16 Your insurances

16.1 It is your responsibility to arrange and take out insurances for:

(a) any personal property that is owned by you which you bring into the Premises;

(b) any business activities that are carried out by you including business interruption insurance;

(c) any liability that may be owed by you to any employee or other Guest (e.g. work cover); and

(d) any other insurances that are relevant to the performance of your business activities.

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17 Liability and Indemnity

Our indemnity to you

17.1 Subject to this Agreement and to the fullest extent permitted by law, we indemnify you for all Loss resulting from any Claim related to any breach of our obligations under this Agreement.

17.2 Our liability under this clause will be proportionately reduced to the extent that you and your Guests contribute to the Loss that is the subject of the Claim.

Exclusion of Liability

17.3 In no event will we be liable for any Loss that is the subject of any Claim related to:

(a) negligent or misleading advice;

(b) the negligence or representations of any advisor, mentor or volunteer that is organised by us;

(c) in the case of goods supplied, any direct or indirect Loss resulting from the actual or attempted failure to use the relevant goods in the prescribed way;

(d) any indirect, special or consequential Loss or injury to any person, corporation or other entity;

(e) any neglect, default or breach of any Law by you or any of your Guests;

(f) any other act or omission by you or any of your Guests; or

(g) any loss or theft of your personal property or the personal property of any of your Guests.

17.4 If this Agreement constitutes a supply of goods and services under the Competition and Consumer Act 2010 (Cth):

(a) nothing contained in this Agreement excludes or modifies any condition, warranty or other obligation in relation to this Agreement where it is unlawful to do so; and

(b) to the fullest extent permitted by Law, our sole liability for breach of any such condition, warranty or obligation is limited to:

- i. the replacement of the goods or the supply of equivalent goods, or payment of the cost of replacing or acquiring equivalent goods;

- ii. the repair of the goods or payment of the cost of having the goods repaired;

- iii. the supply of the relevant goods and services again;

- iv. the payment of the cost of having the goods and services supplied again.

17.5 If this Agreement does not constitute a supply of goods or services to a consumer as defined in the Competition and Consumer Act 2010 (Cth):

(a) we will not liable for any consequential loss resulting from negligence, breach of contract or any other theory of liability; and

(b) to the fullest extent permitted by Law, our liability in connection with any supply, or any failure to supply the goods and services is limited to the amount (or the aggregate of the amounts) payable by you under this Agreement.

Your indemnity to us

17.6 To the fullest extent permitted by law, you indemnify us for all Loss resulting from any Claim related to:

(a) any act or omission by your or your Guests that amounts to a breach of your obligations under this Agreement;

(b) any unlawful act or omission connected with the actual or attempted performance of your obligations under this Agreement;

(c) any neglect or default connected with any actual or attempted performance of your obligations under this Agreement;

(d) any neglect, default or breach of any by you or your Guests in the performance of business activities; and

(e) all costs (including legal costs on an indemnity basis) that are reasonably and properly incurred because of a breach of clause 17.6(a) - (d).

17.7 Your liability under this clause will be proportionately reduced to the extent that our officers, employees, agents or contractors contribute to the Loss that is the subject of the Claim.

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18 No Warranties for fitness

18.1 We do not warrant or guarantee that the provision of goods and services under this Agreement:

(a) are fit for any particular purpose;

(b) will meet your needs; and

(c) will guarantee the development of your enterprise.

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19 Termination

19.1 We may terminate this Agreement by giving written notice to you if:

(a) you breach any essential term of this Agreement that cannot be remedied;

(b) you breach any other term of this Agreement that is not remedied within 14 days of you receiving written notice from us about the breach;

(c) you:

- i. become bankrupt or insolvent;

- ii. become subject to any form of external administration;

- iii. enter into an arrangement with any creditors or otherwise takes advantage of any laws in force in connection with insolvent debtors; or

- iv. are wound up either voluntarily or involuntarily, or

(d) notice is given under clause 4.2 (Renewal​).

19.2 Termination of this Agreement will not:

(a) affect any claim or action either party may have against the other by reason of any prior breach of this Agreement; or

(b) relieve either party of any obligation under this Agreement which survives its early termination or expiry.

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20 Complying with laws

20.1 You and your Guests must comply with all Laws that are:

(a) relevant to the operation of your enterprise; and

(b) relevant to how you use that goods and services that are provided as part of your membership.

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21 Force Majeure

21.1 If we cannot meet any obligation under this Agreement because of a Force Majeure Event, we may extend those obligations by a period equal to the period of delay, subject to the us:

(a) giving you notice of the Force Majeure Event within 5 Business Days of its occurrence;

(b) continuing to perform any obligations under the Agreement that are unaffected by the Force Majeure Event; and

(c) using our best endeavours to overcome the effects of the Force Majeure Event as soon as possible.

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22 Assignment

Assignment by you

22.1 Your rights and obligations under this Agreement are personal and cannot be assigned. Assignment by us

22.2 We are free to assign any of our rights, title, interest or obligations subsisting under this Agreement at any time to any third party without consent, subject to providing written notice to you.

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23 Miscellaneous

Notices

23.1 Any notice under this Agreement must be in writing and served by hand delivery, courier with tracking capabilities, facsimile (as confirmed by receipt of the original) to the address or facsimile number of the relevant party or email.

23.2 Subject to clause 23.1, a notice will be deemed to be given:

(a) if delivered - on the date of delivery;

(b) if faxed - on the date the sender’s facsimile machine notes a complete and successful transmission;

(c) if email – the date and time on the transmission notification in the sender’s email.

23.3 Any fax or email that is received after 5:00 pm will be deemed to be given on the next Business Day.

Variation

23.4 This Agreement may only be varied in writing and subject to it being signed by both parties.

Severance

23.5 If any part of this Agreement is determined to be invalid, unlawful or unenforceable for any reason, then to the full extent permitted by Law:

(a) the offending provision will be severed from the rest of the Agreement; and

(b) the remaining terms and conditions will continue to be valid and enforceable.

Applicable law

24 This Agreement is governed by the laws of Queensland, Australia, and you unconditionally submit to the jurisdiction of the courts in that State.

Waiver

24.1 A party does not waive a right, power or remedy if it:

(a) fails to exercise the right, power or remedy; or

(b) is delayed in exercising the right, power or remedy.

24.2 A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that right, power or remedy.

24.3 A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

Entire agreement

24.4 This Agreement constitutes the entire agreement between you and us.

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25 Clauses surviving termination

25.1 The following clauses will survive termination or expiry of this Agreement:

(a) Confidentiality;

(b) Privacy;

(c) Indemnity;

(d) Insurances; and

(e) Intellectual Property.   

Cobot Terms & Conditions

Cobot is the web platform used by Peregian Digital Hub to provide this website.

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