Sunshine Work Hub Agreement
General Terms & Conditions
1. Overview
1.1. This Sunshine Work Hub Agreement sets out the terms of the License under which you (the Licensee) will be accessing and using the premises (Sunshine Work Hub), which has been leased to us (the Licensor).
1.2. The details of the Sunshine Work Hub, including the location, hours of operation and size of the space that is licensed for your use, are as set out in the Schedule.
1.3. By signing this Agreement, you agree to be bound and abide by its terms for the length of the Term as set out in the Schedule, unless otherwise stated.
1.4. You acknowledge that you understand the terms of the Agreement, and warrant that you have sought professional or legal advice should you require clarification on any aspect of the terms.
2. The License
2.1. As part of the License, you will receive:
a. access to the Sunshine Work Hub;
b. exclusive access to your office hub;
c. use of certain equipment, furnishings or supplies (Items) in the Sunshine Work Hub, as outlined in the Schedule; and
d. use of basic amenities, utilities and facilities (Amenities) at the Sunshine Work Hub, as outlined in the Schedule.
2.2. You acknowledge that the Sunshine Work Hub is a communal work premises, and that other Licensees share the same or similar entitlements to use Items and Amenities. You agree to respect other Licensees’ use of the Sunshine Work Hub and not expect exclusive rights to use any part of the Sunshine Work Hub, unless otherwise outlined in the Schedule.
2.3. If you require Items or Amenities other than those listed in the Schedule, you may be permitted to store and use them in the Sunshine Work Hub on requesting our permission. Permission will be granted at our sole discretion.
2.4. Use of certain Amenities may incur additional Fees, which are outlined in the Schedule. These Fees are outside of our control and may vary at any time. We will provide at least 14 days’ written notice of any increase to Fees relating to your use of the amenities.
2.5. You will receive a code for the door for the Sunshine Work Hub. You are responsible for ensuring the safety and security of this key and must not share it with any third party. Should you become aware that this key has been compromised, you agree to notify us immediately.
2.6. If you are the last to leave the Sunshine Work Hub on any given day, you are expected to ensure that all entry points to the premises are closed and locked. You may be liable for costs associated with loss of or damage to the Sunshine Work Hub or anything within it if you fail to close and lock these entry points.
3. Use of the Sunshine Work Hub
3.1. You agree to take all reasonable measures to maintain a safe and secure working environment within the Sunshine Work Hub, treat the Sunshine Work Hub with an appropriate degree of care, and remain responsible for your own safety and that of your guests and employees while using the Sunshine Work Hub.
3.2. You acknowledge that If you or any of your guests damage any property at the Sunshine Work Hub, including the Sunshine Work Hub itself, you will be liable for any costs involved in replacing the property or repairing the damage.
3.3. You are not permitted to store personal property in the Sunshine Work Hub Space other than in your personal locker/at your Workstation/office hub etc. We are not liable for any loss of or damage to personal property that you have left in the Sunshine Work Hub, and we reserve the right to dispose of said property if we deem it appropriate or necessary.
3.4. You must request our permission to install fixtures or signage. Any damage to the Sunshine Work Hub Space caused by said fixtures or signage must be remedied by you within 7 days of our written request or within 7 days of the License ending (whichever is earlier), or you will be invoiced by us for any work required to return the Sunshine Work Hub to its original condition.
3.5. If any visitor arrives while you are not on the premises, they will not be given access to your workstation unless you have provided us with 24 hours’ notice. Visitors are not permitted in the Sunshine Work Hub outside of the Hours of Operation under any circumstances.
3.6. We are not responsible for the actions of other Licensees and resolving any disputes that may take place is not within the scope of our obligations to you.
3.7. You agree to comply with any current or future Health and Safety Policies that we implement or choose to abide by. Non-compliance with this or any other policy will constitute a breach of this Agreement and may result in termination.
3.8. You agree to return the Sunshine Work Hub to the same condition as it was upon arrival, ensuring that the room is left in its original state at the conclusion of each session.
3.9. You agree not to:
a. damage or deface the Sunshine Work Hub or anything in it;
b. smoke in or within [10m] of the entrance of the Sunshine Work Hub;
c. conduct any illegal or immoral activities within the Sunshine Work Hub, including using it as a personal place of residence (temporarily or otherwise);
d. act in any way that endangers or causes disruption to us, other Licensees, or any other users of the Sunshine Work Hub, including making excessive noise;
e. bully or harass any visitors or users of the Sunshine Work Hub;
f. violate the legal rights, including (but not limited to) intellectual property rights, of us or other Licensees;
g. use the Sunshine Work Hub for any purpose other than the Agreed Purpose, as outlined in the Schedule; and
h. unlawfully gather information about others in the Sunshine Work Hub, including photographing or recording them without their consent.
3.10. You acknowledge that you are responsible for ensuring that your part of the Sunshine Work Hub is used in a safe manner, including that any electrical equipment you bring into the Sunshine Work Hub Space is inspected and tested in accordance with AS/NZS 3760.2010.
4. Fees
The License Fees will be payable on the dates and via the method stipulated in the Schedule.
4.1. A Bond Deposit in the amount outlined in the Schedule will be due within two days of signing this Agreement. The Security Deposit will be held for any unpaid Fees on the expiration or termination of this Agreement, or in case of your default.
4.2. Any additional Fees are as provided in the Schedule.
4.3. If you do not pay us any portion of the Fees by the relevant Payment Dates:
a. we may charge you interest at the Interest Rate set out in the Schedule, which will be payable within 7 days of us sending you a Tax Invoice; and
b. where we recover any unpaid Fees through an external agency, you will pay us all legal costs and collection agency costs involved on a full indemnity basis.
4.4. We are entitled to vary any of the Fees during the Term of this Agreement with 14 days’ written notice to you prior to the change being implemented.
5. Intellectual Property
5.1. You agree that all of our copyrights, trademarks, trade secrets, patents, and other intellectual property belong solely and exclusively to us (our IP). You agree that we own all right, title and interest in and to our IP and that you will not use it for any unlawful or infringing purpose.
5.2. You agree not to reproduce or distribute our IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from us.
6. Term
6.1. The Term of this Agreement shall begin from the Commencement Date as outlined in the Schedule for the length of time stipulated in the Schedule.
6.2. The Term will automatically renew for the same length of time, unless terminated by either of the parties in accordance with this Agreement.
7. Termination
7.1. At least [30] days prior to the end of the Term, either party may terminate the Agreement and end the License without penalty by providing written notice to the other party.
7.2. This Agreement may also be terminated by us without notice if:
a. you commit a material breach of any terms of this Agreement that is capable of being remedied and do not remedy that breach within 7 days of receiving written notice;
b. you are unable or otherwise fail to pay the requisite Fees by the Payment Dates;
c. you engage in any conduct that contravenes clause 3 of this Agreement or that negatively impacts or is prejudicial to our business;
d. you or we become insolvent or bankrupt; or
e. we consider that a conflict or potential conflict of interest has arisen between you and us.
7.3. If the Agreement is terminated, you agree to pay us all Fees incurred up until the date of termination or until the end of the notice period, whichever is later.
7.4. Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or at law and shall be without prejudice to any rights or remedies either party may be entitled to.
7.5. Any provision of this Agreement that is meant to continue after termination or come into force at or after termination shall not be affected by this section.
8. Warranties, Indemnification and Limitation of Liability
8.1. We will take all reasonable steps to ensure a safe and secure working environment, however we cannot be held responsible for your personal safety or that of your guests or employees.
8.2. We warrant that we hold current public liability insurance, however you acknowledge that you are responsible for maintaining your own insurance, including professional indemnity insurance, contents insurance, WorkCover for your employees and public liability insurance, as applicable. You agree to provide evidence of said insurance on our request.
8.3. You agree to indemnify and hold us harmless against any and all claims and losses arising from or relating to your use or misuse of the Sunshine Work Hub, including damage or loss caused by your guests or employees.
8.4. You acknowledge that you will be liable for, and agree to indemnify us against, any damage caused to the Sunshine Work Hub or any property belonging to us or other Licensees, that is caused by malfunctioning or incorrectly used equipment that you or any of your guests or employees bring into the Sunshine Work Hub.
8.5. Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement shall be limited to the Fees paid by you to us in the month preceding the liability’s occurrence.
8.6. To the extent it is lawful, neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
9. Confidentiality and Privacy
9.1. Each party agrees that, unless it has the prior written consent of the other party or other Licensees, it will:
a. keep the Confidential Information of the other party confidential at all times, and ensure that any personnel, advisors, agents, employees or contractors to whom Confidential Information is disclosed, are aware of and comply with this clause, unless disclosure:
i. is for the Purpose of performing the Agreement or exercising a party’s right under the Agreement;
ii. is required by Applicable Law; or
iii. relates to Confidential Information which is publicly available through no fault of the receiving party or its personnel, or was rightfully received from a Third Party without restriction and without breach of any obligation of confidence.
b. inform the other party of a proposed disclosure, when there is prior consent, within a reasonable time; and
c. notify the other party of the form of disclosure.
9.2. Given the nature of the Sunshine Work Hub, you acknowledge that sensitive information of other Licensees may be overheard or otherwise accessed. You agree to treat any information that you overhear or access as Confidential Information in accordance with this clause, and you accept that other Licensees will also be expected to respect your Confidential Information.
9.3. Any Confidential Information supplied to us by you that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.
9.4. Your obligations under this clause survive termination of the Agreement.
10. Relationship of Parties
10.1. You and we agree that we are independent contractors and that the relationship between you and us does not constitute a partnership, joint venture, agency or the relationship of employer and employee.
11. Disputes
11.1. If there is any dispute or if you are not happy about the Services:
11.2. Please contact us so that we can discuss and both parties will use their best efforts to resolve any dispute under, or in connection with the Agreement, through good faith negotiations with the other party.
11.3. In the event of a dispute arising out of this Agreement that cannot be resolved by mutual Agreement, the Parties agree to engage in mediation in the state of Queensland and shall refer the dispute to an independent mediator as agreed and will use their best endeavours to resolve the dispute in mediation. All costs associated with the dispute (including legal, mediation or arbitration fees), will be at your expense.
12. Notices
12.1. A party giving notice under this Agreement must do so in writing to the address specified in the Schedule, or such other address as specified in the Schedule. Subject to the method of delivery, the notice will be considered to be delivered:
a. By hand: date of delivery;
b. By registered or express post: 3 Business Days after date of posting if sent express or registered post otherwise within 5 Business Days; and/or
c. By email: If the sender’s email does not receive a delivery failure notice, on the date the email is sent.
13. Entire Agreement
13.1. The Agreement constitutes our entire agreement with you about the subject matter and supersedes all previous agreements, understanding and negotiations on that subject matter.
14. Governing Law
14.1. The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state of Australia indicated in the Schedule. You and we submit to the exclusive jurisdiction of the courts of that jurisdiction.
15. Execution and Counterparts
15.1. The Agreement will become binding when any one or more counterparts of a Schedule, individually or taken together are signed by the parties. The Agreement may be executed in counterparts and by way of electronic signature, including by clicking “I consent” or “I agree” or similar and if so, will be considered an original, properly executed.
16. Amendment or Variation
16.1. Any amendment or variation to the Agreement is not effective unless in writing agreed by you and us.
17. Validity
17.1. Whenever possible, each provision of the Agreement will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of the Agreement is held invalid or unenforceable, the remainder of the Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.
18. Assignment
18.1. You cannot assign the Agreement or otherwise deal with the benefit of it or a right under it, including the License, without our prior written consent. We may assign or novate the Agreement or otherwise deal with the benefit of it or right under it without your consent.
19. Interpretation
19.1. In the Agreement, clause and other headings are for ease of reference and do not affect the interpretation of the Agreement and:
a. words in the singular include the plural and vice versa;
b. a reference to a party to the Agreement includes the party’s permitted assigns; and
c. a reference to “including” and similar words do not imply any limit.
SCHEDULE
Defined Term Details
we/us/our/
Licensor
Name: Wise Unlimited / Sun & Sage Real Estate trading as Sunshine Work Hub
ABN: 167 262 008
Address: Shop 2, 28 - 34 Duke Street, Sunshine Beach QLD 4567
Email: hello@sunandsage.com.au
Sunshine Work Hub The Sunshine Work Hub is located at Shop 2, 28-34 Duke Street, Sunshine Beach QLD 4567
Hours of Operation The Hours of Operation are 24 hour access, Monday to Sunday
Licence
The Licence provides you with exclusive use of your Workstation, which is Office Hub Soleil (on the nominated days, Monday to Saturday) and includes unlimited use of the following Amenities and Items, shared with other Licensees unless otherwise stated, within the Hours of Operation:
Amenities
Utilities
Electricity
Ducted air-conditioning
Wi-Fi
Hot water
Facilities
Staff Kitchen
Refrigerator
Microwave
Kettle
Restrooms
Cleaning
Tea and coffee
Filtered water
Onsite Parking
Items
Equipment, furnishings, and supplies (as below)
Desk Chair
Agreed Purpose
The Sunshine Work Hub is to be used as a shared commercial premises to conduct business and is not for any other purpose.
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