Spacely terms and conditions of use.

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  1. Part A: What terms & conditions apply to me?
  2. Part B: Space Manager terms & conditions: General terms applying to Products ("General Terms")
  3. Part C: Space Manager terms & conditions: Special terms applying to Listing Products
  4. Part D: Space Manager terms & conditions: Special terms applying to Display Advertising

Part A: What terms & conditions apply to me?

If you are a Space Seeker: the website Terms of Use.

If you are a Space Manager: the website Terms of Use, Acceptable Use Policy and the Space Manager terms & conditions (Parts B, C & D) below.

Part B: Space Manager 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 broker.

These Terms set out the terms and conditions applying to Space Managers (also referred to as You in these Terms) who supply Listings on Spacely.

1. Definitions

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

Agreement has the meaning in clause 2 of Part A of these Space Manager Terms.

Display Advertising Products means the Products described in Part C of these Space Manager Terms and as set out to you by us from time to time.

Listing means advertisements for your Spaces on Spacely.

Listing Products means a product that may be purchased from us that is related to your Listing, the terms of which are set out in Part B of these Terms.

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

Platform Terms of Use means the terms published on Spacely under the footer link titled "Legal" and applicable to any access and use of Spacely.

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

Products means Listing Products and Display Advertising Products.

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

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

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 rental.

Term has the meaning in clause 3 of these terms.

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

You means you, being the Space Manager and our customer.

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, and which identifies your order with us, including, but not limited to, paper order forms, insertion orders or contracts, emails, online order forms or other documents (including those made available to you via the Spacely platform) (your Order); and

  • the terms and conditions of our Privacy Policy, 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 the term that your Listings are on Spacely.

4. Your warranties and representations

You represent and warrant to us that at all times during the Term of this Agreement:

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

  • you have authority to lease or licence all Spaces related to your Listings on Spacely;

  • all your Listings advertise Spaces for Short Term rental only; and

  • you will comply with all of your obligations set out in clause 6.

5. Your acknowledgements

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

  • in consideration for us granting you a right to upload Listings to Spacely and the other services we provide, 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;

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

  • you are solely responsible for the content of your Listings and any errors or omissions in your Listings. Our role is one of publisher;

  • 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 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 Spacely platform before the variation is to take effect and you may not terminate this Agreement during this period under this clause 5(d);

  • this Agreement consists of the documents referred to in clause 2 above, as varied from time to time in accordance with clause 5(d) above;

  • 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 Spacely platform before the variation or discontinuation is to take effect and you may not terminate during this period under this clause 5(f);

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

  • 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:

    • 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

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

  • 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 an agent or broker for you or for any prospective tenant. We are not a party to any agreement between Space Seekers and Space Managers;

  • we make no representations that any Space Seeker will be an appropriate tenant for a Space. Each Space Manager is responsible for screening any prospective tenant for a Space; and

  • we may offer you a photographer to take photographs of your Space. In this event, we will own all copyright in photographs taken and will make available these photographs to you for inclusion in your Listing. You are solely responsible for ensuring that the photographs remain accurate representations of your Space. If you cease to be a Space Manager, if this Agreement terminates, or if the photographs cease to accurately represent your Space, you must cease to use the photographs 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.

6. Your obligations

Your obligations to us are as follows:

  • you will only upload Listings to Spacely yourself or via an authorised third party who has been provided with and agreed to each of the documents comprising this Agreement. You are responsible for any uploads made on your behalf by a third party;

  • 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);

  • you will comply with the Privacy Policy, Acceptable Use Policy and Terms of Use (as varied from time to time);

  • where you provide us with personal information of any individual, you warrant that the individual agrees that their personal information will be used and disclosed by us in accordance with our Privacy Policy;

  • you will ensure that any statement you make to us or any content or material supplied by you (including content uploaded to Spacely):

    • is not unlawful;

    • is not provided for an improper purpose;

    • is not misleading or deceptive or likely to mislead or deceive;

    • does not include information that is defamatory, fraudulent, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;

    • does not otherwise breach the Acceptable Use Policy; and

    • is accurate, current and complete.

  • 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;

  • you will ensure that you and all of your employees will treat our employees 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;

  • 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

  • you undertake that you will only collect, use, disclose and store personal information obtained through Spacely including through leads generated by users submitting enquiries on Spacely, for the sole purpose of contacting the person enquiring in relation to the specific property they have enquired about, unless advised otherwise by us.

7. Termination or suspension by us

7.1 Without limiting our other rights, we may immediately terminate this Agreement or suspend or temporarily remove 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 in clause 4 are incorrect;

  • you are in material breach of your obligations under this Agreement (and, for these purposes, any breach of any obligation under clause 6 above will be regarded as material);

  • 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 We may, at our discretion, cease the display of a Listing, refuse to display a Listing, or terminate this Agreement on 30 days' notice to you.

7.3 In the event that we exercise our right to suspend or temporarily remove your Listings pursuant to clause 7.1 or 7.2 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 under clause 7.1 or 7.2 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 up to the effective time of termination (and these shall be a debt due to us payable 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 billing

10.1 We reserve the right to charge fees for any Product at any time. 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.

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

10.3 If we incur a third party cost to process a card payment or other transaction, we may charge a reasonable transaction fee.

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 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. Credit provisions

11.1 You acknowledge and agree that we may at any time:

  • obtain from a credit reporting agency, a credit report containing personal credit information about you or your directors and officers, in relation to any commercial credit we provide or consider providing to you;

  • receive from a credit reporting agency, a credit report containing personal information about you or your directors and officers in relation to overdue payments;

  • give information to, or seek information from, any credit provider named in a credit report issued by a credit reporting agency, and any existing, previous or future supplier of goods to your or any related party of the Applicant (as defined in the Corporations Act 2001) and such information may include details of your (or your related parties') credit arrangements, credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other; and

  • in circumstances where we request a director's guarantee to secure the repayment of any amount you owe to us from time to time and this is not provided to us, charge the interest you have now or in the future either solely or jointly in all present and after-acquired personal property.

11.2 You acknowledge that the security interest granted to realestate.com.au Pty Ltd pursuant to clause 11.1(d) is capable of being registered pursuant to the Personal Property Securities Act 2009 (PPS Act). You further acknowledge that the security interest will continue until we give a final release in relation to the secured goods.

11.3 You acknowledge that we may take all necessary steps to register the security interest granted to us pursuant to clause 11.1(d) under the PPS Act, and you consent to us doing so. You further undertake to promptly provide any information and do all things as required by us to enable us to perfect our security interest in the goods.

12. Limitation of liability and indemnity

12.1 Subject to clause 12.4 below, to the extent permitted under the Competition and Consumer Act 2010 (including the Australian Consumer Law) or any other applicable law, each party:

  • excludes all conditions and warranties implied into 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); and

  • limits its liability for breach of any consumer guarantee, condition or warranty that cannot be excluded to (at the party's option) resupplying the relevant service or paying the cost of having the relevant service resupplied.

12.2 Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then liability for the relevant claim will be reduced accordingly.

12.3 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 Spacely.

12.4 You indemnify us and our officers, employees and agents ("those indemnified") against any direct or consequential liabilities, losses, damages, expenses 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 claim or proceedings brought by a third party against those indemnified in connection with any content or material uploaded or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of Spacely or our other services.

12.5 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.

13. Assignment

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

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

14. Notices

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

14.2 All notices from you to us (including termination notices) must be sent:

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 Terms for the current contact details.

15. General provisions relating to rights and remedies

15.1 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.

15.2 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.

15.3 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.

16. Governing Law

16.1 The laws of Victoria, Australia govern this Agreement.

16.2 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).

Part C: Space Manager terms & conditions: Special terms applying to Listing Products

1.1 Where you have submitted an Order, you cannot cancel or modify it without our agreement.

1.2 Refunds will not be given for paid Listing Products:

  • once an Order has been submitted;

  • where you incorrectly or inadvertently make an Order or select or load Listings; or

  • where a Space is removed from Spacely for any reason before the expiry of the Listing Product term set out in the applicable Order.

1.3 You cannot swap the Space nominated in your Order for a paid Listing Product with any other Space.

Part D: Space Manager terms & conditions: Special terms applying to Display Advertising

1.1 We reserve the right to set eligibility criteria for Display Advertising Products and cannot guarantee eligibility to any advertiser.

1.2 The purchase of any Display Advertising Product does not automatically confer any right of first refusal for further use of the Display Advertising Product beyond the term set out in your Order.

1.3 Images in Display Advertising Products must comply with our reasonable direction from time to time.

1.4 Unless otherwise specified, you may request to provide your own creative for Display Advertising Products. Any creative provided under this clause is subject to our approval, compliance with our Acceptable Use Policy and must be provided to us in the form, quality and specifications required at least five (5) working days before the scheduled start date of the Display Advertising Products (as set out in your Order or notified to you). If we provide creative for your Display Advertising Product, our third party creative builder may contact you in relation to the creative and you consent to the provision of your personal information for this purpose.

1.5 You may not cancel or modify an Order for a Display Advertising Product once it has been submitted.

1.6 The Media and Advertising Terms and Conditions apply to all Display Advertising Products unless the context requires otherwise or to the extent that they are inconsistent with these Terms (in which case these Terms prevail) and an Order for Display Advertising shall have the same meaning as an "Insertion Order".

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