spacely.com.au (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 (except as specified in the Payment Terms) 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).
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.
Display Advertising Products means the Products described in clause 17 of these Terms and as set out to you by us from time to time.
Listing means an advertisement for Spaces on the Platform.
Order has the meaning in clause 2(b) of these Terms.
Payment Terms means the terms for payment published on the Platform and applicable to Space Managers and Space Seekers.
Platform means the Spacely desktop website, mobile website and mobile application (including mobile phone, tablet and wearable applications) and related systems.
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.
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
This Agreement is the entire agreement between us about its subject matter and it supersedes all prior agreements and understandings between us.
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.
You acknowledge and agree that at all times during the Term of this Agreement:
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;
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;
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;
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);
you will comply with Platform policies (as published on the Platform from time to time);
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);
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;
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
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
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. 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;
Your obligations to us are as follows:
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;
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 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):
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 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;
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 the Platform:
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
6A.2 once a Space Seeker requests a booking of your Space, you may not request that the Space Seeker pays a higher price than in the booking request.
6A.3 you acknowledge that any changes made by you to the rates for your Space may take up to two hours to take effect on the Platform. Until this point, the existing rate applies to any booking made for that Space.
6A.4 any terms and conditions of occupation of a Space must not conflict with these Terms (including terms with respect to cancellation of a booking).
6A.5 when you accept a booking from a Space Seeker, you are entering into a legally-binding arrangement with the Space Seeker and you agree to provide the Space on the terms set out in your Listing. You also agree to pay to us any applicable fees as specified in your Agreement with us and in the Payment Terms.
6A.6 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.7 you are, at all times while you are a Space Manager, registered for GST under applicable Australian laws. You will provide a valid tax invoice to each Space Seeker who makes a booking for your Space.
6A.8 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 you 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;
6B.1 You may book a Space on the Platform by following the booking process. All applicable fees, including deposit (if applicable) will be set out in the booking process. You agree to pay those fees in accordance with our Payment Terms.
6B.2 When we confirm to you that your booking has been accepted, you are entering into a legally-binding arrangement with the Space Manager and you agree to occupy the Space on the terms set out by the Space Manager. We will collect payment from you in accordance with the Payment Terms.
6B.3 If you book a Space for occupation by multiple people, you must ensure that each person is aware of and complies with this Agreement and any additional conditions set out by the Space Manager.
6B.4 You agree that your occupation of a Space is by way of a licence granted to you by the Space Manager which entitles you to non-exclusive occupation of that space for the duration of your booking. During your occupation, the Space Manager may at any time re-enter the Space in accordance with your agreement with the Space Manager.
6B.5 You agree to leave the Space at the end of your booking period at the time specified by the Space Manager in the Listing or as otherwise agreed between you and the Space Manager. If you continue occupy the Space after that time, the Space Manager may require you to pay additional reasonable overstay charges in addition to exercising any other right it has at law.
6C.1 Booking cancellations will be dealt with in accordance with the Spacely Cancellation Policy.
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:
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.
In addition to any rights of termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:
9.1 Termination of this Agreement or suspension or temporary removal of Listings pursuant to clause 7.1 does not:
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.
10.1 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 We reserve the right to charge a booking fee to Space Managers based on a percentage amount of the total booking price of a Space, which we will notify in writing to you. If we incur a third party cost to process a card payment or other transaction, we may charge a reasonable transaction fee. The Payment Terms set out details of how fees and payments are managed.
10.3 From time to time our fees may change. 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.
10.4 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.
10.5 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.
10.6 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 your income.
10.7 Tax regulations may require us to collect certain information from you, or withhold taxes from any payment we process. If you fail to provide us with the documentation that we reasonably determine is necessary to fulfil our obligation to withhold tax, we reserve the right to freeze payouts or withhold amounts as required by law until we receive correct documentation.
11.1 You acknowledge and agree that we may at any time obtain a consumer report on you from a consumer reporting agency. If we do obtain a report, we will use it in accordance with applicable laws.
12.1 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. 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 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.
12.2 If we choose to conduct identity verification or background checks on any Space Manager or Space Seeker, to the extent permitted by applicable law, we do not warrant that such checks will identify prior misconduct by a Space Manager or Space Seeker or guarantee that they will not engage in misconduct in the future.
12.3 Neither party will be liable under this Agreement to the extent that liability is caused by:
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 any person 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 the Platform, occupation or management of a Space, 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.
12A.1 Disputes in relation to the legally-binding agreement between a Space Manager and Space Seeker will be dealt with by the parties in accordance with the terms of that agreement. You must seek to resolve any dispute in relation to the occupation of a Space with the relevant Space Manager or Space Seeker (as the case may be) before lodging a dispute with us.
12A.2 Disputes arising in relation to a party’s obligations under this Agreement (including cancellations or modifications of bookings) will be dealt with in accordance with this clause 12A.
12A.3 You may lodge a dispute with us at any time up to the date that is seven clear days after the end of the booking.
12A.4 If a dispute affecting you is lodged with us, we will notify you in writing and you must cooperate as reasonably requested by us to resolve the dispute. We will determine the dispute promptly and acting reasonably, including if necessary determining what payment (if any) should be refunded to a Space Seeker or Space Manager. You agree to comply with any direction made by us in relation to this determination.
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.
14.1 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 General Terms for the current contact details.
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.
16.1 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).
17.1 We reserve the right to set eligibility criteria for Display Advertising Products and cannot guarantee eligibility to any advertiser.
17.2 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.
17.3 Images in Display Advertising Products must comply with our reasonable direction from time to time.
17.4 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.
17.5 You may not cancel or modify an Order for a Display Advertising Product once it has been submitted.
17.6 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".
Date last modified: 15 February 2018
These terms and conditions (Payment Terms) apply to payment services conducted in relation to the Platform. These Payment Terms apply to you in addition to the Spacely Terms and Conditions and form part of your Agreement with us.
Defined terms used in these Payment Terms have the same meaning as set out in the Spacely Terms and Conditions.
1.1 We provide payment services to Platform users, including payment collection services, payments and payouts, in connection with and through the Platform.
1.2 Payment services that are provided to you on the Platform are supplied by a third party, Stripe Payments Australia Pty Ltd (Payment Provider), who engages with third party financial institutions to provide these payment services. Services provided by any third party may be subject to that third party’s terms and conditions and privacy practices and you should review these independently. We will comply with our Agreement with you, but we are not responsible for the actions or omissions of any third party service.
1.3 In using our payment services you agree to comply with all relevant laws applicable to you and your Space.
2.1 We may modify these Payment Terms at any time, 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 that 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.
3.1 To access the payment services you must hold a current and valid account on the Platform, and register valid credit card or other payment system details with us.
3.1 By using the payment services you represent and warrant that you are at least 18 years old and able to enter into legally binding agreements.
3.2 You must provide to us any information we request in order to verify your identity, or prevent fraud or misuse of the Platform, or comply with any laws (including those relating to anti-money laundering). You authorise us to disclose this information to the Payment Provider for the same purpose. We reserve the right to close, suspend, or limit access to payment services in the event we are unable to obtain or verify any information requested by us.
3.3 You may authorize another person to use your account in accordance with the Platform Terms and Conditions. You are responsible for any payments made by any person using your account on your behalf.
3.4 It is your responsibility to keep your payment details (as required by us or a third party provider) accurate and up to date on the Platform at all times. We are not responsible for any loss incurred by you as a result of your failure to comply with this requirement.
3.5 We are not responsible for any additional fees or charges imposed on you by third parties in processing payments to or from your nominated account.
3.6 You authorise us and/or the Payment Provider to act as your agent in respect of payments made to or by you as a result of your use of the Platform. You authorise the Payment Provider to store your credit card and/or other payment system details and use them in accordance with these Payment Terms.
4.1 We will collect the total fees for a booking from a Space Seeker at the time that the Space Seeker’s booking request is confirmed on the Platform.
4.2 In order to receive payment in respect of a booking, you must have a valid account with a financial institution linked to your Spacely account.
4.3 The amount you receive for a booking will be the price you set in your Listing less our booking fee and any applicable taxes and charges (including any charges which may be imposed by your financial institution). The booking fee will be a percentage amount of the total booking price for the Space as notified to you in writing from time to time.
4.4 In the event that a refund is due to a Space Seeker in accordance with the Spacely Terms and Conditions, you authorise the Payment Provider to deduct the amount of the refund and any applicable service fee from the next payment made to you, and/or charge your credit card for the amount owed, and/or take other action to collect payment in accordance with relevant laws. You may also be charged fees in addition to these amounts that reflect the cost of collection or are other third party charges.
4.5 In the event that a booking refund is due to you in accordance with the Spacely Terms and Conditions, the Payment Provider will deduct from the amount refunded to you any third party transaction costs (including fees imposed by the Payment Provider for the booking and refund). You may also be charged fees by your own financial institution.
5.1 When you request to book a Space, you authorise the Payment Provider to send a pre-authorisation request to your card issuer for the amount of your booking. Your card issuer will place a hold on the funds until your booking request is either accepted or rejected by the Space Manager.
5.2 You authorise the Payment Provider to charge your credit card or other valid payment system the total fees for any booking you request (including any security deposit required by the Space Manager and any applicable taxes and charges required by law). The Payment Provider will collect fees from you when your booking request is confirmed on the Platform or as soon as possible after that time. We will send you a confirmation email when the payment transaction for your requested booking is complete.
5.3 If you cancel or modify your booking in accordance with the Spacely Terms and Conditions, any refund due to you will be paid to your nominated credit card. You authorise the Payment Provider to charge your nominated credit card in respect of any additional amounts due by you as a result of modifying your booking.
5.4 If you occupy a Space beyond your booking period, you authorise the Payment Provider to charge your nominated credit card for the amount of reasonable overstay charges, which will reflect the price of the Space, the length of the overstay and any administrative or other costs incurred by us or the Space Manager. We will determine the amount of these overstay charges.
5.5 If you damage a Space, and either you agree that you are responsible for the damage, or we determine, acting reasonably, that you are responsible for the damage, you authorise the Payment Provider to charge your nominated credit card for the amount of any security deposit. This is in addition to any other rights the Space Manager has against you at law and any other action we may take in accordance with our Agreement with you.
5.6 If payment due by you in accordance with these Terms cannot be collected from you, we may take lawful action to recover amounts owed by you, including to recover the costs of collection.
6.1 If you are a Space Manager, you appoint us (and the Payment Provider, acting on our behalf) as your payment collection agent for the purpose of accepting funds on your behalf for services performed by you. You agree that a payment made through the Platform by a Space Seeker will be considered the same as a payment made directly to you, and you will provide services to the Space Seeker as if you had received payment directly from the Space Seeker. You agree that our obligation to transfer payment to you is conditional upon receipt of the associated payment from the Space Seeker.
6.2 If you are a Space Seeker, you agree that our appointment as a payment collection agent for a Space Manager does not in any way make us liable for the acts or omissions of a Space Manager.
7.1 You authorise the Payment Provider to collect from you any taxes payable by you as a result of your booking or provision of services. Where taxes are collected on your behalf, these will be set out in the transaction documents we provide to you. You release and indemnify us in respect of any claim, liability or loss relating to any tax applicable to you as a result of your occupation of a Space of provision of services in relation to a Space.
8.1 If your Agreement with us terminates, or you elect to close your account with us, and you are a Space Manager, we will provide a full refund to any Space Seekers with confirmed bookings with you, and you authorise the Payment Provider to recover these amounts from you.
8.2 If your Agreement with us terminates, or you elect to close your account with us, and you are a Space Seeker, we will initiate a refund of any confirmed future bookings made by you to the extent permitted in the Spacely Terms and Conditions. You authorise the Payment Provider to deduct from this refund any reasonable costs incurred by us or the Space Manager and any third party charges.
8.3 If your Agreement has been terminated by us, you may not register a new Spacely account or attempt to access and use the payment services through another existing Spacely account.
Date last modified: February 2018