- This is an Agreement under which you agree to become a Member of the Hub and have access to certain Services and Facilities in return for payment by you.
- The Agreement is comprised of:
(a) the Particulars; and
(b) these Conditions.
- This Agreement commences on the Start Date and will continue for the Term unless terminated earlier.
- This agreement covers Memberships.
- Office and desk space: being office or desk space
- Consortium Connect: Includes networking, 4 x day passes, workshops/ speaker events, business logo and lounge chat. Month to month subscription.
- Consortium Network: Speaker Events and Networking. Month to month subscription.
- Incubator program: runs over 5 sessions over a 9-week period conducted fortnightly. It is facilitated by an experienced business owner; it is conducted in a group environment. The program’s objective is to complete a one page business plan covering the fundamentals in business. Payment at commencement.
- Consortium Round Table: Fortnightly sessions in a collaborative group. Month to month subscription.
- In return for payment of the Membership Fee, we grant to you, the non-exclusive use of the Designated Workspace for the duration and if applicable, during the Designated Hours.
- You acknowledge that:
- we are providing membership to you and/or your business, including access to our resource page and Premises.
- to the full extent permitted by law, access to the Premises is at your own risk and you accept full responsibility for any or all risks with respect to personal injury, death and/or property damage, resulting from your use of the Premises and resources;
- in addition to our other rights under this Agreement, we may cancel your membership if you breach any obligation under this Agreement that cannot be fixed or if you breach an obligation that can be fixed but you do not fix within a reasonable time.
- We provide membership to you in respect of the business listed in the Membership Application. If your business changes or is altered during the duration you must notify us in writing immediately.
- You operate your business independent of us. We do not make any representation as to the qualifications, skills or experience of any Member including the details another Member provides about themselves on any communication system provided by us.
2.5 You must maintain public liability insurance for not less than $5 million per claim and unlimited in the aggregate. You must also maintain workers compensation insurance in respect of all persons employed by you as an employee. Not applicable for incubator participants.
- You must also provide a Security Deposit to us on or before the Start Date. If applicable
- You must pay to us the Membership Fee deducted on a monthly basis. A month in advance.
- We reserve the right to adjust the Membership Fee and will give 30 days’ notice of any proposed increase in the Membership Fee.
- To the extent permitted by Law, the Membership Fee is not refundable unless the Membership Fee has been paid in advance for the next Membership Year.
- We reserve the right to suspend the provision of Services or Facilities to you or terminate your Membership if the Membership Fee is overdue by 14 days or more.
- Interest at the rate of 8% per annum, calculated and applied daily will be charged on any unpaid Membership Fees.
- Your obligations
- You must:
(a) comply with and ensure that Your Representatives comply with all applicable Laws, the Hub Rules and our policies and procedures;
(b) promptly follow all lawful and proper directions from us while on the Premises and in respect to your conduct in relation to your membership;
(c) act ethically and in good faith and not act in any way which will bring us or our Representatives into disrepute;
(d) Office and permanent desk members who bring a guest into the premises will remain liable for the guest.
(e) take care to use the Facilities and Services safely and properly.
- You warrant at the date of the Agreement and for the Term that:
- you are at least 18 years old;
- the details you provide to us about yourself are true, accurate and complete, and
- you have the authority to provide such information to us.
- Use of Premises
- You must only use the Premises for business purposes, and for the business specified in the Member Application, unless you have obtained our prior written consent.
- You may use the Services and Facilities, including Internet Connection. However, we do not warrant that any such Services or Facilities will be available at all times during the Agreement.
- You will be provided with an office key or swipe card to access the Premises once approved by Community Manager in writing.
- If you lose or forget your swipe card, you may access the Premises during Business Hours if you show your photo ID to our staff, but this will be at our discretion. You should not ask or expect another person to let you into the Premises at any time.
- You must not sleep on the Premises at any time
- You may use the Premises address as your business address and/or registered office, provided that you comply with any requirements of ASIC in respect of such use, approved by Community Manager in writing.
- You and your Representatives and Guests must not smoke on the Premises at any time.
- You must:
- not conduct yourself in an offensive manner to our staff or other members or their guests;
- keep the Designated Workspace and the adjacent area clean and free of rubbish;
- use the Services and Facilities available at the Premises for their intended purpose;
- take good care of all aspects of the Premises;
- not hinder or avert the use of the Premises by other Members or their Guests;
- not be intoxicated or under the influence of alcohol, illicit drugs or any other substance which hinders the use of the Premises for other Members in any form; and
- comply with the Hub Rules.
- The Hub Rules apply to everyone using the Facilities and Services. They are usually displayed in the Hub.
- The Hub Rules form part of this Agreement so you must make sure that you read, understand and follow them at all times.
- If you breach clause 5.8 we will respond in a way we consider fair and appropriate. For example, in less serious cases, we may give you a warning or have you immediately vacate the Premises, but in serious cases or where you have repeatedly broken Hub Rules we may suspend or cancel your membership. If your breach causes us or another person costs, loss or damage, you agree to pay for these.
- If you behave in a risky or seriously inappropriate way, for example, if you threaten or harass others, damage equipment, distribute or use illicit substances your membership may be immediately suspended or cancelled and we may refer the matter to appropriate authorities. If your conduct causes us or another person costs, loss or damages, you agree to pay for these.
- Designated Workspace
- If 'permanent desk' is selected in the Particulars, You have the exclusive right to use the Designated Workspace, but we reserve the right to vary the Designated Workspace allocated to you from time to time at our absolute discretion, and subject to the reservation of our rights under clause 6.2 and we will provide five days notice of any variation.
- Nothing in clause 6.1 gives you any estate, right or interest in the Designated Workspace or the Premises and does not exclude us from possession and control of the Designated Workspace or the Premises.
- You must not impede in any way our Representatives in the exercise of our right of possession of the Designated Workspace.
- If 'daily drop in' or 'hot desk' is selected in the Particulars, you will have a non-exclusive right to use a Designated Workspace located in the communal desks area of the Premises.
- You must not allow any other person, including other Members, to use your desk without your prior written consent.
- You must not touch or remove anything from another member's desk without their express permission.
- If you are designated an office it is your responsibility to organise your own printer.
- It is your responsibility to keep the office tidy and clean i.e empty your own bins. In the circumstance that you may want the office vacuumed, please book through reception, in this you will be giving our cleaner access to your office and we hold no responsibility.
- No promotional material artwork is to be displayed above the frosting, this is to ensure that our branding within the space, remains consistent.
- If any of the 'programs' have been selected in the Particulars, then you agree:
(a) to use all reasonable endeavours to attend the sessions, lectures, panels and lessons set out in the schedule provided to you;
(b) to use all reasonable endeavours to undertake and submit such assessments as may be advised by us;
(c) to keep confidential and restricted to the participants in the program any discussions, speeches or lectures given in the course of the program if the relevant speaker indicates that they should be kept this way;
(d) to not use any recording device during the program without our prior consent;
(e) not to reproduce, copy, publish, deface, or alter any materials provided by us to you in the course of the program; and
(f) that you are undertaking the program on the basis that we make no representation that you will achieve any particular level of income, level of work, or achieve any particular success or outcome as a result of completing the program.
(g) Consortium Round Table Memberships clauses c,d, e and f apply under 7 services.
- Members Resource Page and Internet Usage
- During your membership, you have the right to access the Resource Page and the Internet Connection.
- If, at any time during your membership, we have a Portal you will also have the right to access the Portal to use any resources on the Portal during the duration and solely for your internal business operations, in accordance with this Agreement.
- You may use the Services available through the Resource Page and use any resources on the Resource Page during the duration and solely for your internal business operations, in accordance with this Agreement.
- You must ensure that you keep the login details and password for the Resource Page, Portal (if applicable) and Internet Connection secure and confidential and do not provide or disclose to a third party, or allow them to access the Resource Page, Portal or Internet Connection using those details.
- When using the Internet Connection, you must not:
(a) stream large content or download large files;
(b) transmit, post, access, download, save or forward material, which is illegal, offensive or abusive (in our opinion, acting reasonably);
(c) post or send information that may discredit or is considered to be defamatory to us or our Members;
(d) access sites, files or software that are potentially dangerous and could compromise the safety of our network and computers; or
(e) share or disclose our confidential information or that of our Members or Guests.
- To the extent permitted by law, we make no representations as to the security of the network or the Internet Connection or of any other information that you place on it and you release us from all Loss in respect of those matters. You are responsible to adopt any security measures you believe are appropriate to your circumstances.
- To the extent permitted by law, we make no representation about the speed or particular level of availability that will be provided in relation to your use of the network or our Internet Connection and you release us from all Loss in respect of those matters.
- We will take reasonable steps to maintain a safe and secure environment, although to the extent permitted by Law we give no representations that the Premises are safe or secure for your equipment or other property, nor that the electricity supply will not damage your equipment. We are not liable for any theft, loss or damage to your equipment or other property.
- It is your responsibility to check that any equipment you bring onto the Premises is not faulty and is not a safety risk to other Members.
- We reserve the right to examine and assess any equipment brought on the Premises. We reserve the right to prevent you from using any equipment and have it removed from the Premises if we decide it is necessary.
- You must not use any equipment in the Premises that is likely to create a noise level that is unreasonable for other Members.
- You must not install any equipment that may overload the accessible electricity supply.
- Except for computers, displays and charges, you must not install any electrical or electronic equipment without our prior written consent. We reserve the right to deny consent in the case of surveillance equipment or any other equipment that might hinder other Member's safe use and enjoyment of the Premises.
- You must take reasonable precautions for your own safety when entering and exiting the Premises and the building in which the Premises is located.
- You may be required to participate in a Member orientation to familiarise yourself with the Facilities and Services before you use them.
- If, at any time, we install CCTV cameras we will provide you with 14 days written notice prior to the CCTV cameras being activated.
- If we have CCTV cameras recording the Premises this will be for 24 hours a day (except in bathrooms) and may have remote video guarding services. Any CCTV cameras we install are to be used for security purposes but do not guarantee against harm.
- We also reserve the right to monitor all internet activity on our network and/or the use of our resources by you.
- To the extent permitted by Law, you indemnify us against, and agree to pay on demand, any and all damage, loss, liability or costs (including third party claims for personal injury, death or tangible property damage) suffered or sustained by us or our Representatives arising from or in connection with:
- the use of the Premises, Services or Facilities by you or your Representatives;
- the fraud, unlawful conduct or wilful misconduct by you or your Representatives;
- your negligence or the negligence of your Representatives; or
- breach of this Agreement or any of our policies.
- We make no representation, warranty or promise that your involvement as a Member or receipt of Services and Facilities by us will result in any particular outcome or achievement of success.
- Except for Loss in respect of a Non-Excludable Matter, the Premises, Services and Facilities are provided on an 'as is' basis, and without any warranty or condition, express or implied, except as express set out in this Agreement.
- Subject to Non-Excludable Matters, we exclude all liability of every kind and nature, known and known, disclosed and undisclosed arising from:
(a) any implied or express representations, terms, conditions or warranties that would otherwise apply to the Services and Facilities; and
(b) any loss, damages, claims or other Liabilities that you may suffer arising from, or in connection with the Services and Facilities, or the lack of fitness for purpose of any good or service supplied.
- To the extent permitted by Law, our liability to you for a breach of a Non-Excludable Matter is limited, at our option to any one of re-supplying, replacing or repairing, or paying the cost of re-supplying, replacing or repairing goods in respect of which the breach occurred, or supplying again, services in respect of which the breach occurred.
- To the extent permitted by Law we exclude all liability for Consequential Loss.
- To the full extent allowed by law, our liability for any breach of a guarantee, condition or warranty is limited to the cost of the membership fee paid by you in respect of your membership in the year proceeding the incident to which the liability occurs.
- Non disparagement
- You agree to take no action that is intended to, or would reasonably be expected to:
(a) harm us or our reputation, or that of our Members or Representatives; or
(b) lead to unwanted publicity for either us, our Representatives or our Members.
- At any time during this Agreement and for a period of 6 months succeeding this Agreement, you must not contact any of our employees and/or contractors, with the intention of coaxing that person to terminate their employment or contract with us.
- You may employ a person who was previously employed by us if:
- that person terminated employment, or their contract concluded more than 6 months before being employed or contracted by you; and
- we provide consent to you, and if demanded, you compensate us for all practical expenses that were incurred in recruiting and training a replacement.
- If after this Agreement you engage with another co-working organisation, you must not contact any of our members with the intention of coaxing that member to terminate their membership with us.
- Use of the The Consortium Lounge name and Intellectual Property
- You acknowledge that any Intellectual Property relating to or used by us and/or appearing on the Member's portal remains our property or that of our licensors.
- You must not replicate or use without our prior written consent our name, brand, logos or other Intellectual Property or that of our Members.
- We will take reasonable measures to maintain your Confidential Information, though we give no representations that your information may not be divulged.
- You must not, and must ensure that your Representatives do not, disclose to any person the terms of this Agreement and any of our Confidential Information.
- Our insurance covers only us and our staff. You are responsible for taking out your own insurance to cover the equipment and other property.
- You must effect and maintain public liability insurance in the sum of $5,000,000 per claim and unlimited in the aggregate, together with workers compensation insurance as required by Law.
- The insurances must be with a reputable insurer acceptable to us (acting reasonably).
- You must produce to us upon request, a copy of such insurance policies and evidence of payment of premiums.
- You must not do or allow anything which would prejudice any of the insurances or cause them to be terminated.
- You must immediately notify us of any circumstances or events likely to give rise to a claim for loss under the policies of insurance required under this clause.
- Expiry or Termination
- You or we may terminate this Agreement by giving no less than 30 days prior written notice to each other.
- To the extent permitted by law, we may by written notice terminate this Agreement immediately without liability for compensation if:
- you do not pay the Membership Fee within 14 days of it being due;
- if you are a company and an order is made for your winding up, or a receiver, manager, controller, administrator or liquidator is appointed to you or any of your assets;
- if you are an individual, you die, become bankrupt, have a receiving order made against you, make any arrangement with your creditors or suffer any similar action as a result of debt; or
- you are in breach of any terms of this Agreement, where the breach is able to be remedied, and we have provided you with written notice of the breach with 14 days to remedy the breach, and you have failed to remedy the breach in that 14 day time period.
- If we allow you to continue to use the Designated Workspace after the end of the Agreement, then this Agreement becomes a month to month membership subject to the existing terms of this Agreement provided that we may change the fees payable by you for use of the Services and Facilities.
- Post Termination
- You must vacate the Premises immediately on termination.
- On or before the last day of the membership, you must return all keys, swipe card and other property belonging to us. A fee will be charged at our discretion for any items that are not returned within 24 hours of the Agreement being terminated.
- When you vacate the Premises, you must leave the Designated Workspace and the adjacent area clean and free of any rubbish and in the same condition as it was when you took possession (fair wear and tear excluded).
- We reserve the right to charge additional fees for any repairs required to restore the Designated Workspace and adjacent area to the condition it was when you took possession (fair wear and tear excluded).
- If you leave any property in the Premises, we may dispose of that property at your in any way we choose. We are not obliged to credit to you any proceeds we receive (if any) from the sale of your property.
- All notices in connection with this Agreement must be in writing addressed to the party at the address notified in the Agreement or as later advised in writing and be:
(a) personally delivered or sent by pre paid post to that Party’s address; or
(b) sent by email to that Party’s address.
- Any notice given in terms of the Agreement must be in writing and are deemed to be received:
(a) if delivered by hand on the date of delivery if that day is a Business Day;
(b) if sent by mail within Australia, on the fourth Business Day after posting; and
(c) if sent by email, on the date shown on the transmission receipt (unless notice of interruption or incomplete transmission is received).
- Our failure to exercise, or delay in exercise of, a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
- A waiver must be in writing and served in accordance with clause 20.
- This Agreement constitutes the entire agreement between you and us and supersedes all prior communications, negotiations, arrangements and agreements, whether oral or written, between you and us with respect to the subject matter of this agreement.
- If a dispute arises between you and us in respect of or in connection with this Agreement (including the validity, breach or termination of it) a party claiming that there is a dispute must give to the other party a written notice specifying the nature of the dispute.
- After receipt of the notice each party must cause a representative with authority to bind the party, to meet to resolve the dispute within 10 days after the notice is given (or such longer time agreed in writing by the parties).
- If the dispute is not resolved within 10 days after giving of the notice (or such longer time as agreed between the parties) either party may commence proceedings in a court of competent jurisdiction.
- This Agreement is governed by the laws of the State of New South Wales and each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.
- An amendment of this Agreement must be in writing and signed by the parties.
- This Agreement may be executed in counterparts. All executed counterparts constitute one document.
- If this Agreement is executed in counterparts each party must send the original it has signed to the other party within 5 Business Days.
- All money payable under this Agreement is exclusive of GST unless specified.
- If at any time a provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law, that event will not affect or impair the legality, validity or enforceability of any other provision of this agreement.
- Each party will pay their own costs of negotiating and entering into this Agreement.
- Each party has had the opportunity to seek independent legal and financial advice before signing this agreement.
- Your rights in connection with this Agreement are personal to you and cannot be assigned or transferred.
- We may assign our rights under this Agreement, but must give you notice of that assignment.
- All terms of this Agreement that are capable of operating after expiry or termination will do so, except and only to the extent expressly stated otherwise in this agreement.
- Clauses 4, 5, 12, 14, 15, 16, 18, 19 and 21 expressly survive expiry or termination of this agreement.
- Capitalised terms have the meaning given to them in the Agreement.
- ‘Include’ and other forms of the word are not words of limitation.
- A reference to $ or dollars means Australian dollars and a reference to payment means payment in Australian dollars.
- Headings do not affect interpretation.
- Words importing the singular include the plural.
- A reference to a Law or legislation includes any statutory amendments or replacement and any subordinate or delegated legislation.
- In these Conditions:
means this Membership Agreement;
means any day except a Saturday or a Sunday or a other public holiday in New South Wales;
means 9:00am till 5:00pm during Business Days, excluding public holidays;
means any action, claim, suit, demand, proceedings, whether actual or threatened, including any statutory procedure for the recovery of money;
(a) the terms and contents of this Agreement;
(b) any information relating to any person which is protected by legislation relating to privacy;
(c) financial information or internal management information;
(d) marketing information including customer details; and
(e) information which is capable of protection at law or equity as confidential information, treated as confidential or by its nature confidential;
means loss which is not direct loss (being loss arising naturally from the breach according to the usual course of things, regardless of whether the parties considered the effect of the breach at the time they made the contract), and includes any special, exemplary or punitive damages, incidental, indirect or consequential damages, and any loss of use, revenue, profits, reputation, goodwill, business opportunity or anticipated saving or increased cost of working capital.
(a) 24-hour access if 'permanent desk' or 'office' is selected in the Particulars; and
(b) Business Hours on Business Days if 'daily drop in' or 'hot desking' is selected in the Particulars;
means the workspace which has been allocated to a Member by Zig Zag, including a desk and work chair
means the facilities provided by us at our Premises, including the toilets, meeting rooms, kitchen and Internet Connection
means any person who is not a Member who is provided access by a Member, including but not limited to volunteers, suppliers, customers or clients;
means Zig Zag Hub;
means the Rules for membership of the Hub, as varied from time to time;
means all rights in copyright, patents, registered and unregistered trademarks, designs, trade secrets, trade, business or company names, confidential or other proprietary rights or any rights to apply for or register such rights (whether in Australia or anywhere else in the world);
the internet connection made available at the Premises by us for use by Members;
include Acts, Ordinances, regulations, by-laws, orders, awards, and proclamations in the jurisdiction where the Premises are located;
includes loss, liability, claim, cost, injury, death, demand, threat, damage, penalty or expense (including legal costs in connection with same on a full indemnity basis);
a member of the Hub, including you at the date of this Agreement;
means the Application for Membership completed by you;
the fee specified in the Particulars as payable by you in return for membership of the Hub;
Non Excludable Matter
means a breach of any implied condition, warranty or guarantee, including under the Australian Consumer Law and the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void;
the table set out on page 1 of this Agreement;
means us and you;
means our online portal made available to Members;
includes any premises occupied by us (including equipment, fixtures and fittings found within the premises) to which you are provided access to as part of your membership;
includes employees, officers, consultants, and subcontractors;
means our Consortium Lounge Business resource page;
an amount equal to 1 month's Membership Fee;
means each of the Programs selected in the Particulars;
means the start date of the membership as provided for in the Particulars, or such other date as the parties agree in writing; and
the period commencing on the Start Date and ending on the date specified in the Particulars unless terminated earlier under this Agreement.