Spacely terms and conditions of use.

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  1. Part A: What terms & conditions apply to me?
  2. Part B: Spacely terms & conditions

Part A: What terms & conditions apply to me?

If you are a Space Seeker: the website Terms of Use and sections B & C below.

If you are a Space Manager: the website Terms of Use, Acceptable Use Policy and sections B & C below.

Part B: Spacely terms & conditions

General Terms Applying to Products ("General Terms")

Spacely is an online Platform through which owners of commercial spaces (and agents who have been validly appointed by an owner) (Space Managers) can connect with individuals seeking Short Term occupation of commercial spaces (Space Seekers).

Spacely is owned and operated by realestate.com.au Pty Ltd (We or us). We do not own, operate, sell, rent, manage or control any of the Spaces, or act as an agent or real estate broker.

These Terms set out the terms and conditions applying to Space Managers and Space Seekers (each referred to as You in these Terms).

1. Definitions

Acceptable Use Policy means our policy on the use of Products and related services provided to you by us in relation to the Platform and as published on the Platform.

Agreement has the meaning in clause 2 of these Terms.

Listing means an advertisement for Spaces on the Platform.

Order has the meaning in clause 2(b) of these Terms.

Platform means the Spacely desktop website, mobile website and mobile application (including mobile phone, tablet and wearable applications) and related systems.

Platform Terms of Use means the terms published on the Platform and applicable to any access and use of the Platform.

Privacy Policy means our policy setting out how we collect, use, disclose and manage personal information, as published on the Platform.

Products means any product provided by us on the Platform, including Listings and display advertising products.

Short Term means a maximum of 12 months less one day.

Spaces means spaces, including, but not limited to serviced offices, shared offices, creative spaces, retail spaces, meeting rooms and co-working spaces that are available for Short Term occupation.

Terms means these terms and conditions as amended from time to time in accordance with clause 5(d).

Term has the meaning in clause 3 of these Terms.

We / our / us means realestate.com.au Pty Ltd (ACN 080 195 535), the entity operating Spacely.

You or you means you, being either a Space Manager or a Space Seeker.

2. Your Agreement with us

Your agreement with us (Agreement) consists of:

  • these Terms; and

  • any physical document or electronic interface that we make available to you which you sign or otherwise indicate your agreement to, including, but not limited to: insertion orders or contracts, emails, online forms or other documents (including those made available to you via the Platform) (your Order); and

  • the terms and conditions of our Privacy Policy, Platform Terms of Use and Acceptable Use Policy; and

  • the terms and conditions of any credit application accepted from you.

This Agreement is the entire agreement between us about its subject matter and it supersedes all prior agreements and understandings between us.

3. Term

3.1 The term of this Agreement is 30 days, after which this Agreement will automatically renew for consecutive periods until we give you 30 days’ notice of its termination, or we or you otherwise terminate this Agreement in accordance this these Terms.

4. Third Party Content

Our websites contain content provided to us by other parties (Third Party Content). We do not have a practice of monitoring or making inquiries about Third Party Content. We are not responsible for, do not endorse and make no representations either expressly or impliedly concerning Third Party Content. Third Party Content does not represent our views. You rely on Third Party Content completely at your own risk.

Your use of Google Maps is subject to the Google Maps Terms of Service and Google Privacy Policy.

5. Your acknowledgements

You acknowledge and agree that at all times during the Term of this Agreement:

  1. in consideration for the services we provide to you, you grant us an irrevocable,perpetual, world-wide, royalty free licence to publish, copy, licence to other persons, use and adapt for any purpose related to our websites any content you provide to us during the Term, and this licence survives termination of this Agreement by you or us;

  2. we may, at our discretion, remove or amend some or all of your Listings, your content or your profile if you are, in our reasonable opinion, in breach of your obligations under clause 6(e) below;

  3. Space Managers are solely responsible for the content of their Listings and any errors or omissions in those Listings. Our role is one of publisher;

  4. we may vary this Agreement or any of its constituent documents, provided that if the variation would result in a material change to either party’s rights or obligations and, for that reason, may cause you material detriment, we will give you at least 30 days’ written notice via email before the variation is to take effect and you may terminate this Agreement during this period if you reasonably consider the variation will cause you material detriment. For variations that do not result in a material change to either party’s rights or obligations or would not cause you material detriment, we will give you at least 30 days’ written notice via the Platform before the variation is to take effect and you may not terminate this Agreement during this period under this clause 5(d);

  5. you will comply with Platform policies (as published on the Platform from time to time);

  6. all features of our Products are subject to change, development and discontinuation and, as such, we may vary or discontinue any feature of a Product, provided that if the variation or discontinuation would result in a material change to your rights and, for that reason, may cause you material detriment, we will give you at least 30 days’ written notice via email before the variation or discontinuation is to take effect and you may terminate this Agreement during this period if you consider the change will cause you material detriment. For variations or discontinuations that do not result in a material change to your rights or would not cause you material detriment, we will give you at least 30 days’ written notice via the Platform before the variation or discontinuation is to take effect and you may not terminate during this period under this clause 5(f);

  7. we will use best endeavours to provide you with continuous and fault-free operation of the Platform and the other services we provide you, however we cannot guarantee this and technological failures or delays may prevent us from doing so;

  8. where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees) we may contact you and your employees from time to time in relation to Products and services offered by us or our business partners and you authorise us:

    i. to contact you or your employees via email, text message push notifications and other electronic media, unless you explicitly request us not to contact you via these media; and

    ii. to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law;

  9. we do not own or operate any of the Spaces. We also do not sell, rent, manage or control any of the Spaces. We do not act as a real estate agent or broker for any Space Manager or Space Seeker, and we are not a party to any agreement between Space Seekers and Space Managers. When you make or accept a booking for a Space, you enter into a contract directly with the Space Manager accepting your booking, or the Space Seeker whose booking you have accepted (as the case may be). Any misrepresentations by a Space Manager or Space Seeker are not misrepresentations by us

  10. we make no representations that any Space Seeker will be an appropriate occupier for a Space, nor do we represent that any Space will be appropriate for a Space Seeker. Each Space Manager and Space Seeker is responsible for screening a prospective occupier for a Space and each Space Seeker is responsible for screening a Space and Space Manager to ensure that the Space is suitable for their needs. We do not have any control over and do not guarantee the existence, quality, suitability or legality of any Space, Space Manager or Space Seeker. We are not liable to you for the performance of another person with respect to a Space, except where your loss was caused by our negligence or wilful misconduct. This means that if you are a Space Seeker, we are not liable to you for the actions or representations of a Space Manager; and if you are a Space Manager we are not liable to you for the actions or representations of a Space Seeker. You are not our employee, agent or partner;

  11. you must be at least 18 years old, and legally able to enter into a contract, in order to use the Platform as a Space Manager or Space Seeker.

6. Your obligations

Your obligations to us are as follows:

  1. You will only upload content (including but not limited to Listings) to the Platform yourself or via an authorised third party who has been provided with and agreed to each of the documents comprising this Agreement;

  2. if you are, in our reasonable opinion, in breach of clause 6(e) below, you will promptly comply with any direction we give to you in relation to your relevant Listing(s), including any direction to delete, amend or update any relevant Listing(s);

  3. you will comply with the Privacy Policy, Acceptable Use Policy, Platform Terms of Use and Spacely policies (as varied from time to time);

  4. where you provide us with personal information of any individual, you must inform that individual that their personal information will be used and disclosed by us in accordance with our Privacy Policy;

  5. you will ensure that any statement you make or any content or material supplied by you (including content uploaded to the Platform or in the course of any booking made by you):

    i. is not unlawful;

    ii. is not provided for an improper purpose;

    iii. is not misleading or deceptive or likely to mislead or deceive;

    iv. does not include information that is defamatory, fraudulent, infringes the intellectual property rights of third parties or would otherwise expose us to any liability, legal proceedings or other sanction;

    v. does not otherwise breach the Acceptable Use Policy; and

    vi. is accurate, current and complete.

  6. you will comply with all applicable laws, including without limitation, the Competition and Consumer Act 2010 (including the Australian Consumer Law); fair trading legislation; real estate agent legislation and regulations (including rules governing the disclosure, retention and payment of any rebates or benefits) and any other applicable advertising standards and regulations including the Privacy Act 1988 and regulations thereunder;

  7. you will ensure that you and all of your employees will treat our employees and those of any other Space Manager or Space Seeker with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort;

  8. you will ensure that your username and password for accessing any service supplied by us are kept secure at all times and are only disclosed to persons employed by you or engaged to provide services to you and who are authorised to incur charges on your behalf. However you are responsible for any use of any service supplied by us using your username and password by any person (whether authorised or otherwise) and, without limitation, you must pay any charges incurred as a result of that use; and

  9. you undertake that you will only collect, use, disclose and store personal information obtained through the Platform:

    i. if you are a Space Manager, for the sole purpose of contacting the person enquiring in relation to the specific Space they have enquired about; and

    ii. if you are a Space Seeker, for the sole purpose of contacting the relevant Space Manager in relation to a specific Space.

6A. Additional terms for Space Managers

6A.1 You represent and warrant to us that at all times:

  • if you are not advertising your own property, you hold all required licences or accreditations to advertise all your Listings on the Platform, and to licence the Spaces related to those Listings;

  • you have authority to licence all Spaces related to your Listings on the Platform;

  • all your Listings advertise Spaces for Short Term occupation only;

  • your Listing at all times provides complete and accurate information about your Space and its availability and you have disclosed any requirements or conditions of occupation; and

  • you will comply with all of your obligations set out in clauses 5 and 6.

6A.2 any terms and conditions of occupation of a Space must not conflict with these Terms.

6A.3 you are responsible for maintaining current insurance policies with respect to the use of your Space and the services provided by you to Space Seekers.

6A.4 we may offer you a photographer to take photographs of any Space. In this event, we will own all copyright in photographs taken and will make available these photographs to the relevant Space Manager for inclusion in that Space’s Listing. Space Managers are solely responsible for ensuring that any photographs (whether provided by us or not) relating to a Space remain accurate representations of that Space. If you cease to be a Space Manager, if this Agreement terminates, or if any photograph ceases to accurately represent your Space, you must cease to use that photograph in any way unless expressly authorised in writing by us. We retain the right to freely use the photographs for marketing, commercial or other business purpose in any media or platform, whether or not in relation to your original Listing.

7. Termination or suspension by us

7.1 Without limiting our other rights, we may immediately terminate this Agreement or suspend or temporarily remove your account or (if you are a Space Manager) any of your Listings if:

  • you fail to pay any fees or charges due to us within 30 days after the due date;
  • any of your warranties or representations required by clause 4 are incorrect;
  • you are in material breach of your obligations under this Agreement;
  • you are in breach of this Agreement (whether or not the breach is material and you fail to rectify the breach within 7 days of us giving you notice of the breach and requiring that it be remedied);
  • you enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or -- you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

7.2 In the event that we exercise our right to suspend or temporarily remove your Listings pursuant to clause 7.1 above, you will remain liable for all Product fees until the termination or expiration of this Agreement.

8. Termination by you

In addition to any rights of termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:

  • we are in material breach of any of our obligations under this Agreement;
  • we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fail to rectify the breach within seven (7) days of you giving us notice of the breach and requiring that it be remedied;
  • we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent;
  • we are wound up or an application for winding up is filed; or
  • we exercise our right to suspend or temporarily remove your Listings or your account under clause 7.1 for a period of 30 days or more.

9. Effect of termination or suspension

9.1 Termination of this Agreement or suspension or temporary removal of Listings pursuant to clause 7.1 does not:

  • relieve you of your liability to pay any fees due pursuant to these Terms up to the effective time of termination (and these shall be a debt due by you and payable to us within 30 days of notice of termination);
  • relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
  • waive any accrued rights in respect of any breach of this Agreement by either party.

9.2 We may decide, in our sole discretion, not to enter into a new agreement with you if you have previously terminated an Agreement or contract of any type with us.

10. Fees and payment

10.1 The price of a Space, and of any services provided by a Space Manager to a Space Seeker, is set by the Space Manager and not by us.

10.2 From time to time we may introduce fees for new or existing Products. You will be notified 30 days in advance of any new fee or changes to an existing fee and may terminate prior to these changes taking effect if you consider these will cause you a material detriment. Any fee we charge you will be specified in your Order, together with the due date for payment.

10.3 Current and amended fees and charges will be made available to you through a channel notified to you for the applicable Product, such as our Platform, these terms and conditions, our tools or marketing materials.

10.4 At our discretion, we may send invoices to you by email or such other electronic method as we may notify to you. Upon request you will advise us an email address to which we may send your invoices. It is your responsibility to ensure that email address is accurate, up-to-date, functioning properly and regularly monitored by an authorised person on your behalf. It is also your responsibility to advise us of any changes to the email address to which invoices should be sent. If an email address notified by you ceases to function properly or otherwise should be amended, you will promptly provide an alternate email address for the purpose of receiving invoices. Invoices are deemed to be received by you on the day immediately following the date shown by our email system as the sent date. Any failure to receive an invoice does not relieve you of liability for payment of fees by the due date shown on the invoices.

10.5 You will pay all taxes, duties and other government charges payable in connection with this Agreement, your Space or any booking of a Space, whether applying as at the date of this Agreement or in the future including, without limitation, any applicable goods and services tax (GST), other value added tax, sales tax, stamp duty and turnover tax, but excluding taxes, duties and government charges based on our income.

11. Limitation of liability and indemnity

11.1 To the maximum extent permitted by law, you acknowledge and agree that the risk arising out of your use of a Space, provision of services as a Space Manager, interaction with other Space Managers or Space Seekers, or booking and occupation of a Space, remains with you. To the extent permitted under the Competition and Consumer Act 2010 (including the Australian Consumer Law) or any other applicable law, each party to this Agreement excludes liability for consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue, loss of data and loss of profits).

11.2 Neither party will be liable under this Agreement to the extent that liability is caused by:

  • the other party’s breach of its obligations under this Agreement or its negligent act or omission; or
  • any delay in performance or breach of this Agreement which arises as a result of any matter beyond its control including, in our case, viruses, other defects or failure of the server hosting the Platform.

11.3 You indemnify us and our officers, employees and agents (“those indemnified”) against any losses, damages and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any third party claim related to:

  1. your breach of clause 6(e); or
  2. any other negligent act or omission or wilful misconduct by you in connection with your use of the Platform, occupation or management of a Space.

11.4 We will notify you within a reasonable period of any third party claim giving rise to a claim for indemnification and will take reasonable steps to mitigate any loss or damage. To the extent that we caused or contributed to any loss, your liability will be reduced proportionately.

11.5 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.

12. Assignment

12.1 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.

12.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.

13. Notices

13.1 We will send all notices and other communications to you at the email address you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address.

13.2 All notices from you to us (including termination notices) must be sent by email to renewals@rea-group.com.

Emails will not be accepted from Hotmail, Gmail or similar accounts. These contact details may be amended from time to time. It is your responsibility to check these General Terms for the current contact details.

14. General provisions relating to rights and remedies

14.1 No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice our rights. No waiver by either party will be effective unless it is in writing and signed.

14.2 If any term of this Agreement is void, unenforceable or illegal, that term is severed. The remainder of this Agreement has full force and effect.

14.3 Each party’s rights and remedies provided in this Agreement are in addition to other rights and remedies given by law and equity independently of this Agreement.

15. Governing Law

15.1 The laws of Victoria, Australia govern this Agreement.

15.2 Each party submits to the exclusive jurisdiction of the Courts of Victoria, Australia and waives any right to object to an action being brought in the Courts of Victoria (including that the action has been brought in an inconvenient forum, or that those Courts do not have jurisdiction).

Date last modified: 19 October 2023

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