Terms and conditions

General Terms and Conditions

Terms and conditions

1. Definitions

In this agreement:

Business Day means any day other than a Saturday, Sunday or a designated Victorian Public Holiday.
Business Hours means between 9 am and 5 pm on a Business Day.
Confidential Information means information of every kind: (a) concerning or in any way connected with a person (b) the business, property or affairs of a person, any officers or employees of a person or any related party of a person.
Fair Use has the meaning given to it in clause 5(c).
Meeting Rooms means the rooms that are designated for use as meeting rooms from time to time by Us.
Membership means the membership type specified in the Membership Details.
Membership Details means the membership details set out on page 1 of this agreement.
Our Property means any furniture, equipment, documents or other property in the Space that is owned or controlled by us, including the Space.
Permitted Use means commercial office use.
Policies means any of our codes of conduct, policies and procedures in respect of the Space or the Location and made available to you, as added to, updated or amended by us from time to time.
Services means the services identified in Schedule 1 in respect of the Member's Membership.
Space means the common area designated as "recreation space".
User means any person, company or organisation granted Membership by us other than the Member and includes that person's, company's or organisation's employees, contractors, guests, invitees and agents.
We or Us means Work Tank Australia Pty Ltd ACN 631 993 130 trading as Work Tank Coworking.
You means the Member specified on page 1 of this agreement.
Your Property means any equipment, documents, property or possessions that you bring into the Location or the Space.

2. Your Membership

(a) Your membership allows You the non-exclusive right:

(i) to access and use the Location and the Space for the Permitted Use;

(ii) to use Our Property;

(iii) to access the Services, for the Term on the terms and conditions of this agreement.

(b) We may allow You to access the Location and an office space We allocate to You prior to the Start Date on such conditions as We consider appropriate. You agree that the terms of this agreement apply from the date of such access.

(c) If neither party provides the other with notice, then the Term automatically extends on a month by month basis after its expiry. Either party may terminate the agreement after the expiry of the Term by providing not less than one month’s written notice of termination to the other party.

3. Membership Fee and other payments

(a) You must pay by direct debit:

(i) the Membership Fee monthly (and pro-rata for any period less than one month) in advance on the first day of each month commencing on the signing of this agreement; and

(ii) on the first day of each month, the fee per page determined by us from time to time for any colour and black and white A4 pages printed over and above your Printing Credits in the previous calendar month (and pro rata for any period less than a month); (iii) any other amounts due under this agreement within 7 days of demand by Us.

(b) You must pay Us:

(i) our costs (including charges on a solicitor-own client basis) incurred by You breaching this agreement; and

(ii) a replacement fee of $350 ex GST if an access card and/or key allocated to You for the Location is lost or stolen.

(c) You must pay Us interest at 14% per annum on any money payable by You under this agreement which You do not pay by the due date.

(d) We may increase the Membership Fee on the anniversary of the Start Date. We must give You at least 30 days' prior written notice of any increase in the Membership Fee.

4. Membership Deposit

(a) You must pay Us your Membership Deposit on signing this agreement. Your Membership Deposit is security for your compliance with your obligations under this agreement.

(b) We may apply all or some of the Membership Deposit towards:

(i) any money You owe us under this agreement;

(ii) our costs of remedying any breach by You of your obligations under this agreement; or

(iii) our costs of repairing any damage You cause to the Location or Our Property.

(c) You must pay Us any money We require to restore the amount of the Membership Deposit to the amount specified in the Membership Details within 7 days of a demand.

(d) As soon as reasonably practicable after the expiration or termination of this agreement but only if You have satisfied your obligations under this agreement, We must refund any unused part of the Membership Deposit to You.

5. Policies and use

(a) You must comply with and must ensure that your employees, contractors, agents, customers, invitees and visitors comply with the Policies.

(b) You must:

(i) use Meeting Rooms or the Space and not hot desks for meetings with internal or external clients;

(ii) be respectful to Users and be mindful of noise levels in using the Location, Our Property and the Services; and

(iii) not use the Space, the Services, Our Property or the Location for any use other than the Permitted Use.

(i) You may exclude other Users from the office space but you do not have exclusive use of the office space;

(ii) you may invite guests inside your allocated office space, provided such access is restricted to and from the Member’s private office space;

(iii) We may have to, and We have the right to, change the allocated office space from time to time;

(iv) and We change your allocated office space then, unless the reason for the change results from your actions or omissions, We must provide you with a comparable office space;

(v) and We change your allocated office space and cannot provide You with a comparable office space within two months of the change then, unless the reason for the change results from your actions or omissions, You may terminate this agreement on seven day's written notice to us.

6. Access cards and keys

(a) We may provide You with security cards, keys or other means to obtain access to the Location and the Space.

(b) If We provide You with security cards or keys to gain access to the Location and the Space, You must:

(i) immediately give written notice to Us if a security card or key is lost or stolen; and

(ii) pay our costs of any replacement security card or key.

(c) You must provide us with a list of the people entitled to use your Membership and inform us of any changes. Only the people included on the list may use Membership rights set out in this agreement. We may require anyone accessing the Location to produce current government issued photo identification to prove they are entitled to access the Location using your Membership.

(d) If the number of people accessing the Location for the Permitted Use using your Membership exceeds your entitlement set out in the Membership Details, You must pay an additional fee for each additional person as calculated by us from time to time.

7. Fair Use

(a) To ensure We can provide the Services and use of the Space and Location for all Users, You and all Users must comply with the Policies including our fair use policy which means You must not use the Location, the Space, Our Property and the Services in an unreasonable way.

(b) By way of example, we consider that the following are an unreasonable use of the Location, Space, Our Property and Services:

(i) use which exceeds the number of days per month applicable to your Membership;

(ii) use which is not for ordinary business or commercial purposes and not for personal use;

(iii) bringing more than two guests in any two-hour period (excluding Meeting Room use);

(iv) printing in excess of 100 colour A4 pages per month;

(v) excessively downloading or uploading data using our internet connection so that it affects the speed or quality of the service for other Users;

(vi) using our mail and telephone services for more than occasional personal use.

(c) You must limit the number of guests you invite into the Location and the Space. We may limit guest access numbers generally or for peak times to ensure that all Users have fair access to the Location, the Space, Our Property and the Services.

(d) You must limit the amount of colour and black and white printing You do at the Location. We may limit the amount of printing You may do at the Location and may impose additional charges on You in relation to any printing above such limits to ensure that all Users have fair use of printing facilities at the Location.

(e) You must not use the internet access provided by Us at the Location:

(i) for personal use; or

(ii) in such a manner or for such purposes that it affects the speed or quality of the internet service for other Users, including playing of videos and for torrent use.

(f) You must not use Meeting Rooms in excess of the number of hours specified for your Membership.

(g) We may suspend or terminate the your Membership if You breach or abuse the Policies or this clause 7.

8. Use

8.1 Use

(a) You acknowledge that the Space and the Location is a shared office facility. You must use the Space, Our Property, the Services and the Location in a manner which is respectful, reasonable and considerate of other Users.

(b) You:

(i) acknowledge that We do not represent or warrant:

(A) that the Location, the Space, Our Property or the Services are suitable for the Permitted Use or for the carrying on of your business; (B) the security of our internet network or connection and We cannot guarantee a particular degree of availability, speed or quality will be achieved in connection with your use of our internet network; (C) that You will be able to access our printers; (D) any troubleshooting assistance that We provide to you including in relation to printing, internet or other issues is suitable for your purposes or will achieve a desired outcome; and

(ii) must make your own enquiries as to the suitability of the Location, the Space, Our Property or the Services for the Permitted Use and for the carrying on of your business.

(i) keep the Location clean and tidy;

(ii) on each occasion after using it, leave the Location, the Space or Our Property in the same condition it was in prior to that use;

(iii) notify Us immediately if You become aware of any damage to the Location, the Space or Our Property.

(d) You may use Meeting Rooms free of charge for the number of hours specified by your Membership on the following conditions:

(i) Meeting Room bookings are limited to two hours unless agreed with Us prior to the booking;

(ii) Meeting Rooms must be booked via contacting reception or such other booking facility We make available;

(iii) we do not guarantee the availability or suitability of any Meeting Rooms and we may vary your booking or amend or suspend access to the Meeting Rooms as may be reasonably necessary from time to time; and (iv) non-Users and guests are only allowed access strictly to and from the Meeting Room booked and during the booking time.

(e) We provide shared internet access to You and Users via a wireless network connection. We can also provide a wired network connection for an additional monthly fee. We may allow You to set up a private wired network and install a firewall device with our prior written approval and subject to any conditions We consider appropriate (including our involvement in the actual setup, installation and removal of the private network, any additional fees which You must pay Us to facilitate the private network and the costs of providing the service).

(f) You must request our prior written consent if You wish to bring a pet onto the Location. If We provide our consent You must produce proof of vaccination for the pet satisfactory to us and evidence of compliance with applicable local regulations. You will be responsible for any injury or damage caused by the pet. You release Us from any claim, liability, loss or cost you suffer or incur as a result of You or another User bringing a pet onto the Location.

8.2 Unacceptable behaviour

(a) You must not:

(i) use offensive language, gestures or behaviour, bullying, threats or any other abusive behaviour (verbal or physical) towards any person whilst at the Location;

(ii) steal or remove Our Property or the property of another User from the Location;

(iii) use the Location:

(A) as your registered company address for delivery of mail or notices without our prior written consent; (B) for sleeping or living; (C) commercial cooking or the manufacture of any items; (D) to store, manufacture or sell any dangerous or hazardous goods and services; (E) create noise at a level which disrupts other Users; (F) to burn or diffuse incense, candles or oil; (G) in a way which creates a fire hazard or causes the attendance of the fire brigade to the Location; or (H) for any other purpose which We consider is inappropriate from time to time;

(iv) damage the Location, the Space or Our Property;

(v) make any alterations to the Location, Space or Our Property, including installing any signage, without our prior written consent;

(vi) install in or remove any cabling from the Location without our prior written consent

(vii) smoke or permit smoking at the Location except as where may be permitted by Us;

(viii) use any car parking at the Location except if included as part of your Membership;

(ix) use the Services for creating, transmitting, retrieving, installing, or storing any communications, documents or materials that are:

(A) discriminatory or harassing; (B) defamatory, threatening or derogatory; (C) obscene, sexually explicit or pornographic; (D) in violation of any intellectual property rights;

(x) use another person's property at the Location without that person's authorisation;

(xi) engage in any dangerous, noxious, illegal or unlawful activity at the Location, including any act or omission which may violate or infringe on another person's intellectual property rights.

9. Safety

(a) Your use of the Location, the Space, Our Property and the Services, is at the risk, cost and expense of the Member.

(b) You must comply with:

(i) our rules and reasonable directions in relation to the operation, safety, use, occupation or management of the Location, the Space, Our Property and the Services; and

(ii) any laws and requirements of any authority relating to the Location, the use of the Location or the Services, and the health and safety of people using the Location or the Services.

10. Confidentiality and other Users

You: (a) acknowledge and agree that:

(i) We do not control and are not responsible for the actions of other Users or third parties. If a dispute arises between You and another User, You acknowledge and agree that we have no responsibility or obligation to participate, mediate or indemnify any party in relation to the dispute;

(ii) due to the shared nature of the Location, You may be working in close proximity to competitors of your business;

(iii) sensitive information may sometimes be overheard by You and by other Users;

(b) must not disclose any Confidential Information of another person;

(c) release Us in respect of any claim which You may have relating to or arising from your Confidential Information or intellectual property being used by a User without your permission;

(d) are responsible for ensuring that your Confidential Information and intellectual property remains secure and confidential.

11. Termination and suspension

(a) We may suspend your Membership with immediate effect if You breach any of your obligations under this agreement.

(b) We may cancel your Membership and terminate this agreement:

(i) with immediate effect if You:

(A) fail to pay any amount payable by You under this agreement within 7 days of its due date; (B) breach any of your obligations under this agreement and the breach is not capable of being remedied; or (C) breach any of your other obligations under this agreement which are capable of remedy and fails to remedy the breach within 7 days of being notified of it by Us;

(ii) without cause on not less than 30 days' written notice to You; or

(iii) if the Location is damaged or destroyed to the extent that You cannot use it for the Permitted Use.

(c) If We terminate your Membership under clause 11(b)(i), You will not be entitled to a refund for any portion of the Membership Fee which relates to a period after the date of termination.

(d) A party shall not be liable for any failure of or delay in its performance of this agreement to the extent that the failure or delay is due to an act of terrorism, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, riot, revolution, insurrection or military or usurped power, martial law or confiscation by order of or any requisition, compulsory acquisition by any government or authority, natural disaster, government orders, failure in supply by third parties of services or pandemic, epidemic or quarantine. If any of these events occur, either party may terminate this agreement if the delay or failure continues for a period of 30 continuous days or more.

(e) Upon termination or expiration of this agreement, You must at your cost:

(i) remove Your Property from the Location and make good any damage caused to the Location, the Space or Our Property by its removal;

(ii) return all access cards and keys to Us; and

(iii) pay any money due and payable by You under this agreement to Us.

12. Release and indemnity

(a) You release Us from all claims resulting from any damage, loss, death or injury in connection with the Location and your use or occupation of the Location, the Space, the Services or Our Property.

(b) You indemnify and hold Us harmless against all claims resulting from any damage, loss, death or injury in connection with the Location, the Space, the Services or Our Property and your use of the Location, the Space, the Services or Our Property.

13. Insurance

(a) We maintain public liability insurance for the Location and the Space and we also have our own contents and workers’ compensation insurance. Our contents and workers’ compensation insurance does not extend to any User. To best protect your personal and business interests, we encourage you to take out and pay for your own appropriate public liability, contents, and workplace insurance as well as any other insurance you require by law.

14. No Transfer, Sub-Licensing or Security

(a) This agreement is personal to You and You may not assign, transfer or novate it.

(b) You must not create, allow to exist or permit a security over the your interest in this agreement or Your Property.

15. General

15.1 Interpretation

(a) In this agreement:

(i) time is of the essence;

(ii) words importing the singular include the plural and vice versa;

(iii) words importing any gender include all other genders;

(iv) a reference to a natural person includes a company or other corporate body and vice versa;

(v) a reference to any clause or schedule is a reference to a clause or schedule of this agreement;

(vi) a reference to any legislation, regulation, code or local law includes any modification, re-enactment or substitution of it;

(vii) the obligations on the part of a party who is a natural person includes his heirs, executors, administrators and assigns;

(viii) terms defined in the Membership Details have the same meaning throughout this agreement; and

(ix) the obligations on the part of a party which is a company or other corporate body includes its successors and assigns.

(b) This agreement is to be interpreted so that it complies with all applicable Victorian laws and if any provision does not comply then it must be read down so as to give it as much effect as possible however, if it is not possible to give that provision any effect at all then it is to be severed from this agreement in which case the remainder of this agreement will continue to have full force and effect.

(d) Headings in this agreement are for ease of reference only and are not intended to affect the construction or interpretation of this agreement.

(e) If the time for performing any obligation under this agreement expires on a non-Business Day then time is extended until the next Business Day.

15.2 Notices

(a) Any notice required to be served under this agreement must be in writing and must be served by post, facsimile transmission or hand delivered to:

(i) You at your address set out in this agreement, your registered office address, the Location, or your last known address; and

(ii) Us at our address set out in this agreement or any other address We notified You of in writing.

(b) A notice or other communication is taken to be served:

(i) if served personally or left at the person's address, upon service;

(ii) if posted, 2 Business Days after posted;

(iii) if served by facsimile transmission, subject to clause 15.2(b)(iv), at the time indicated on the transmission report produced by the sender's facsimile machine indicating that the facsimile was sent in its entirety to the addressee's facsimile machine; and

(iv) if received after 5.00 pm in the place of receipt or on a day which is not a Business Day, at 9.00 am on the next Business Day.

15.3 Entire understanding

This agreement contains the entire understanding between the parties as to the subject matter contained in it. All previous agreements, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this agreement and have no effect.

15.4 Waiver

If We accept the Membership Fee or any other monies under this agreement (before or after the end of this agreement) or do not exercise or delay exercising any of our rights under this agreement, it will not be a waiver of the breach of this agreement by You or of our rights under this agreement.

15.5 Governing law and jurisdiction

This agreement is governed by and is to be construed in accordance with the laws of Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and waives any right to object to proceedings being brought in those courts.