Australia & New Zealand CouncilPro Agreed Terms & Assumptions

Content

About Us and Our Agreement with You
1. SpacetoCo Pty Ltd (ACN 610 588 424) of 525 Falls Road, Hovea WA 6071 ('SpacetoCo Australia') and SpacetoCo New Zealand Limited (NZBN 9429047693401) of 73B Long Drive, Auckland, 1071 ('SpacetoCo New Zealand') are related companies, SpacetoCo New Zealand being a wholly owned subsidiary of SpacetoCo Australia. References in these Terms to 'SpacetoCo', 'us' or 'our' mean:
  (i) SpacetoCo Australia, where the Organisation is located in Australia; or
  (ii) SpacetoCo New Zealand, where the Organisation is located in New Zealand.
  We operate the websites https://www.spacetoco.com and https://www.spacetoco.uk.
2. The CouncilPro Agreement is the online contract signed by the Organisation, which sets out your details as the organisation receiving our services, the services you will receive from us, your point of contact within SpacetoCo, subject to change as notified to you from time to time (the 'Representative'), and our prices as updated in accordance with these Terms. The CouncilPro Agreement links to these assumptions and agreed terms set out in clauses 1–15 (these 'Terms'), which apply in conjunction with it.
3. Your organisation (for the purposes of clarity, referred to as the 'Organisation' or 'you' for the remainder of this document) hereby engages SpacetoCo to deliver an online booking experience and provide any associated services as set out in our CouncilPro Agreement, in accordance with these Terms.
4. This Agreement consists of the following:
  
  i. The CouncilPro Agreement;
  
  ii. These Terms;
  
  iii. Our Privacy Policy: https://support.spacetoco.com/spacetoco-privacy-policy;
  
  iv. Our standard fees and prices: https://platform.spacetoco.com/pricing-and-features; and
  
  v. The most up-to-date Terms and Conditions governing the Organisation's use of our website and the Platform: https://support.spacetoco.com/spacetoco-terms-conditions.
  
  The provisions of the CouncilPro Agreement will at all times take precedence over these Terms and all other documents listed in this clause 1(d). If there is any conflict or ambiguity between the provisions of the remaining documents, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
5. If you have any questions or concerns, please contact your Representative.

2. Services

1. SpacetoCo will provide the Organisation with access to the SpacetoCo booking platform (the ‘Booking Platform’), which enables third parties to hire the use of the Organisation’s available venues and/or parts of those venues for a specified time (‘Spaces’), and any associated services as required, in accordance with the CouncilPro Agreement or as agreed in writing from time to time (the ‘Services’).
2. To enable the effective delivery of the Services, the Organisation will work with SpacetoCo on, and provide all required information and access in respect of, the following:
  1. provision of all information, facility data, bookings and fees and/or charges information that SpacetoCo may require in order to provide the Services;
  2. consultation on any new or existing fees/charges in respect of the Spaces, and aligning those fees/charges with SpacetoCo’s Booking Platform and the process of automated booking (for example, hourly booking);
  3. direct linkage and any assistance required for relevant integrations, from the Organisation’s website both online and on the ground to SpacetoCo booking pages;
  4. exclusivity on future bookings once SpacetoCo listings are live - this is to ensure accurate information on space availability and consistent experience of the guest at the relevant Space (the ‘Customer’);
  5. the Organisation will notify SpacetoCo immediately if any Spaces become double booked, are unavailable during the times stated on the website or if any other issues arise that could impact the experience of the Customer on the Booking Platform;
  6. during any applicable changeover period, the Organisation will use its best endeavours to bring existing bookings into the SpacetoCo system for accurate online availability, and SpacetoCo shall assist as required with such migration;
  7. marketing and promotional materials, and marketing activity as required to assist in promoting Spaces as mutually agreed upon in each instance, including providing SpacetoCo with access to the Spaces where reasonably required;
  8. agree how to manage, and collaborate to create processes or procedures for any bookings, internal requirements, staff bookings, or administration that would enable better, or more efficient, use of the Booking Platform; and
  9. any other such reasonable assistance that may be required in order to enable SpacetoCo to deliver the Services.
3. SpacetoCo will not be responsible for any incorrect information on the Booking Platform, and any subsequent miscommunications as a result of the Organisation’s failure to provide up-to-date and accurate information directly to its Customers, or to SpacetoCo.

3. Organisation’s Obligations

1. The Organisation undertakes to support and assist SpacetoCo promptly, faithfully and to the best of its ability to ensure that SpacetoCo is able to deliver the Services and properly fulfil its obligations.
2. The Organisation will use its best endeavours to ensure the Spaces available on the Booking Platform are kept tidy and presentable, that any description of the Spaces and the facilities available are up to date and correct, and that all Spaces are in line with the Organisation’s existing practices and policies as stated at the time of the relevant booking, and the reasonable expectations of its Customers.
3. The Organisation will ensure that the information provided on the Booking Platform in respect of the Spaces, including any prices, descriptions and any associated pictures or plans, are at all times accurate and up to date.
4. It is the responsibility of the Organisation to understand and comply with any local laws, rules, and regulations that apply to the Spaces, and to ensure that no other third-party contract or obligation that the Organisation has entered into or agreed to prevents, or is impacted or breached by, the hire of a Space through the Booking Platform.
5. The Organisation will appoint a project liaison officer responsible for all main communications with SpacetoCo and provide us with up-to-date contact details for this person, and ensure that any changes made to the contact details of the project liaison officer are promptly notified to SpacetoCo.
6. The Organisation will endeavour to provide a positive Customer experience whenever possible with regard to the hire of Spaces, including taking bookings on short notice.
7. The Organisation will not discriminate against any Customers in any way and undertakes to accept bookings regardless of race, age, gender or any other protected characteristic under any state or commonwealth anti-discrimination act (Australia), or the Human Rights Act 1993 (New Zealand), as applicable to the relevant SpacetoCo contracting entity.
8. The Organisation will promptly provide any feedback received from third parties (including Customers) to SpacetoCo, to ensure that our Booking Platform is up-to-date and suitable for a positive Customer experience.
9. The Organisation is responsible for the application of GST using the tools available in the platform. SpacetoCo accepts no liability for the Organisation’s interpretation of the laws with regard to GST or its application to the hire of the Spaces.

4. Booking Platform

1. Payment in respect of the Spaces hire fees (‘Fees’) will be paid by Customers through the Booking Platform to SpacetoCo. SpacetoCo will collect all Fees and make onward payment, less commission payable to SpacetoCo and any fees or charges in accordance with clause 5 below, to the Organisation in the following month.
2. SpacetoCo may, at its option, at any time require the Organisation to promptly provide it with reasonable evidence that any information given is true and up to date and that such information and the Organisation‘s behaviour is in compliance with these Terms. Such information includes (but is not limited to) information in connection with the Organisation’s profile, and in the listings for the Spaces, on the Booking Platform. SpacetoCo can suspend or restrict individual listings of Spaces until the requested information has been supplied and may end this Agreement if the Organisation does not comply with this requirement.
3. The Organisation permits and instructs SpacetoCo to collect information about the Organisation and in connection with your performance of this Agreement (including without limitation the Spaces you list on the Booking Platform) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with SpacetoCo’s legal obligations.
4. The Organisation may only use the Booking Platform and the other computer systems that support, operate and comprise the Booking Platform for booking the Spaces, and communicating with SpacetoCo and the Customers as contemplated in these Terms.
5. The Organisation agrees to use all reasonable security practices to prevent unauthorised access or damage to the Booking Platform. These practices include, but are not limited to:
  1. making sure any devices used to access the Booking Platform have up-to-date anti-virus protection and ensuring that no viruses are introduced into the Booking Platform;
  2. ensuring that log-in details and passwords for the Booking Platform are securely managed, and only used by the Organisation's employees and subcontractors, who in each case are required to comply with these Terms; and
  3. telling SpacetoCo immediately if you think that log-in details or passwords are being or may be used in an unauthorised way or that the security of the Booking Platform has been compromised in any other way.
6. The Organisation must not:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Booking Platform in any form or media or by any means;
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Booking Platform;
  3. access all or any part of the Booking Platform to build a product or service which competes with them; or
  4. use the Booking Platform to provide services to third parties or allow or assist third parties to access the Booking Platform, except as envisaged by these Terms and the CouncilPro Agreement.
7. In respect of the Spaces listed on the Booking Platform, the Organisation warrants that the information provided to SpacetoCo, or uploaded directly onto the Booking Platform, will be complete and accurate and that the Organisation will promptly notify us of any changes to it, and will keep its profile and the listings up to date.
8. The payment process for Customers hiring Spaces through the Booking Platform will depend on whether a Customer is regular or a casual Customer. A ‘Regular Customer’ is a Customer who is considered to be trusted by the Organisation and places regular or consistent bookings on a monthly basis through the Booking Platform, Regular Customers make payments through the Booking Platform via direct debit or credit card or bank transfer, monthly in arrears. A ‘Casual Customer’ is a Customer who uses the Booking Platform more sporadically, or as a one-off, Casual Customers make payments through the Booking Platform via advance card payment only. All payments will be made to SpacetoCo through the Booking Platform and onward payment of any fees will be made to the Organisation by SpacetoCo in accordance with these Terms.
9. In order to facilitate onward payment to the Organisation, you confirm that you will provide us with up-to-date banking details to ensure a seamless payment. SpacetoCo will not be responsible for any payments made in error where such error is due to outdated or incorrect payment details provided by the Organisation.

5. Agreement Price and Payment

1. In consideration of us providing the Services, we charge the fees as set out in the CouncilPro Agreement, including:
  1. a charge in respect of the onboarding onto the platform, which is payable in advance of onboarding;
  2. any relevant Platform Fees;
  3. we will retain a percentage of the booking fee as per the CouncilPro Agreement (the ‘Commission’); and
  4. any additional guest booking fees or other charges noted in the CouncilPro Agreement, as updated here: https://platform.spacetoco.com/pricing-and-features.
2. When the Organisation accepts a booking request, SpacetoCo will take the payment from the Customer on behalf of the Organisation and will retain the relevant Commission, and any other relevant Platform Fee or Guest Booking Fee (details of which can be found at https://support.spacetoco.com/the-guest-booking-fee before sending the balancing payment to the Organisation in accordance with 5(c).
3. Payments from the Customer(s) will be collected through each calendar month, in accordance with 4(b), 4(h) and 5(b) above, and in or around the last two weeks of the following month, SpacetoCo will calculate and send the Organisation payment in respect of the total Space hire revenue minus the Commission, the Platform Fee and any relevant Guest Booking Fee to the Organisation’s nominated bank account on a monthly basis. This payment will be supported by a series of CSV reports summarising all Space hire revenue and activity for that month. If there has been an error resulting in us having sent the Organisation an incorrect amount for the relevant month, we will send the outstanding amount due or the Organisation will return any overpayment within 5 business days of the relevant party being made aware of the error.
4. The pricing summary as set out in the CouncilPro Agreement (‘SpacetoCo Pricing Summary’) also applies to any extra bookable items that you may add to a listing (‘Additional Items and Charges’).
5. All prices as stated within the SpacetoCo Pricing Summary are up to date as at the date of this Agreement and as such are subject to change. Our up to date pricing lists and rates are available here: https://platform.spacetoco.com/pricing-and-features
6. Submitted invoices for products and services rendered that are sixty (60) days overdue will incur a daily penalty rate of $59 plus GST.
7. In the event that you are owed any monies where the Customer has cancelled a booking, we will incorporate the amount owed back to you as per the Guest Booking Fee page and include this in our monthly payment to you.
8. To ensure that our invoicing to the Organisation is properly and accurately reconciled:
  1. refunds to Casual Customers must be issued before the 15th day of the month after the booking has occurred; and
  2. refunds to Regular Customers must be issued before the 6th day of the month after the booking has occurred.
9. The charge per month for the Partner Pro Bundle will be a flat fee payable within 21 days of receipt of invoice for the duration of the Agreement, as confirmed in the CouncilPro Agreement. A late payment fee of $60 will be applied to any payment of the Partner Pro Bundle fee that remains unpaid for 60 days following the agreed due date for payment.
10. All fees payable under this Agreement will be the responsibility of the Organisation and as such, the Organisation is responsible for ensuring that all fees are paid by its Customers, and in the event that no fee is paid by a Customer, the Organisation will be responsible for any such payment, unless agreed otherwise in writing.
11. Any credit/debit card (bank statement) disputes made by a Customer are the sole responsibility of the Organisation, including dispute fees. Statement charges are clearly labelled as being related to SpacetoCo.
12. Unpaid invoices relating to Regular Customers are the responsibility of the Organisation and the Organisation will take reasonable steps to follow up payment. SpacetoCo does not charge any Platform Fee for unpaid invoices.
13. If either party fails to make a payment due to the other under these terms by the due date, then, without limiting the other party's remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Reserve Bank of Australia's cash rate (for Organisations operating in Australia) or the Reserve Bank of New Zealand's Official Cash Rate (for Organisations operating in New Zealand), in each case as that rate stands from time to time, but at 4% a year for any period when the relevant rate is below 0%.

6. Additional and Out of Scope Charges

1. The Organisation agrees to pay the non-refundable onboarding fee, payable before onboarding commences. This consultation support is for a maximum of 16 weeks from the start of the onboarding period after which it is charged at $200 per week in local AUD or NZD currency.
2. SpacetoCo makes every effort to create an industry-best booking solution. We constantly maintain a pipeline of features and functionality as part of the ongoing improvement to the product. Should the Organisation require a specific feature set or functionality to be brought forward as part of the scheduled development pipeline the Organisation may wish to prioritise these requirements by directly paying for development work at a 10% discount to market rate. Any work that is expedited in this way will be scoped and quoted separately.
3. SpacetoCo’s monthly fees are based on a percentage of bookings revenue. The minimum charge for the use of the SpacetoCo service is $20,000 annually in local AUD or NZD currency.
4. SpacetoCo will endeavour to ensure that the Organisation's staff are qualified to operate their SpacetoCo Platform. Any accidental inputs, accidental deletions, or changes to financial or account settings may require resetting by SpacetoCo. Depending on the extent of work required to undo or reconfigure an account over a period of time, SpacetoCo may, at its discretion, levy an administrative cost recovery fee to perform any such work charged at 10% discount to market rate.
5. Exit: SpacetoCo is able to provide data at the conclusion of engagement in CSV format. If, in the event the Organisation requires data to be exported in a different format, this work will be scoped for the Organisation and associated costs for development time articulated at market rates.

7. Agreement Term and Termination

"Effective Date" means the date on which the Organisation signs the online Agreement with SpacetoCo.

"Go Live Date" means the date on which the onboarding project for the Organisation's first host account is confirmed as complete by SpacetoCo.

"Initial Term" means the period commencing on the Go Live Date and continuing for the duration set out in the Contract Term section of the online Agreement (or, if none is specified, thirty six (36) months).

"Renewal Term" means each successive period following the Initial Term for which this Agreement automatically extends in accordance with clause 7(c) and 7(d), of the duration set out in the Contract Term section of the Online Agreement.

1. The Initial Term and Renewal Term applicable to this Agreement are set out in the Contract Term section in your online Agreement.
2. This Agreement becomes legally binding on the Effective Date. The rights and obligations of the parties apply from the Effective Date, including through any onboarding period prior to the Go Live Date.
3. At the end of the Initial Term, this Agreement will automatically extend for the Renewal Term, unless either party gives written notice of non-renewal no later than 30 days prior to the end of the Initial Term.
4. At the end of the Renewal Term, this Agreement will automatically extend for successive periods equal to the Renewal Term, unless either party gives written notice of non-renewal no later than 30 days prior to the end of the then-current Renewal Term.
5. Any automatic extension into or within the Renewal Term will be subject to SpacetoCo's then-current pricing, as confirmed in writing to the Organisation no later than 60 days prior to the start of the new term.
6. Without limiting any of our other rights, we may at our discretion suspend or terminate the Services and/or this Agreement with immediate effect by giving written notice to the Organisation if:
  1. you commit a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so.
  2. a Space belonging to the Organisation receives consistent negative complaints from Customers about the relevant Space.
  3. we find that the Organisation has caused abuse, harassment or any form of derogatory treatment towards SpacetoCo staff or Customers.
7. You may terminate with 90 days' notice if SpacetoCo commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so.
8. SpacetoCo may (at its sole discretion) terminate or suspend this Agreement with 90 days' notice and your right to use the Booking Platform for any of the following reasons, which shall be considered a material breach:
  1. You've not complied with these Terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated.
  2. The listings for Spaces on the Booking Platform are inaccurate, do not properly reflect the condition of the Space, or are in any way used to deceive your customers.
  3. Your communications with customers on the Booking Platform are, in our reasonable opinion, considered to be unacceptable due to offensive, harassing or discriminatory language, or reflect unfavourably on SpacetoCo.
  4. You are in breach of local laws and regulations including, in respect of online safety and content standards.
  5. We reasonably determine, or receive information or notice from ATO or IRD, that you are not meeting your tax obligations.

8. Insurance

1. SpacetoCo must effect and maintain the following insurance policies with a reputable insurance company in Australia:
  1. Public Liability of not less than AUD $10,000,000; and
  2. Cyber Insurance of not less than AUD $2,000,000.
2. The Organisation must effect and maintain adequate insurance policies with a reputable insurance company, to cover your Spaces and the booking of those Spaces. We may require that you obtain certain levels of coverage of insurance on a case-by-case basis, and we will agree, in writing, such a figure where required.

9. Breach

1. A material breach of this Agreement means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from this Agreement (in whole or in part). In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
2. Without prejudice to clauses 7(f) and/or 9(a) above, a material breach of the Agreement will occur if a party:
  1. does not provide the Services in accordance with the conditions of this Agreement;
  2. fails to meet or perform its obligations as required under this Agreement;
  3. is dissolved or wound up or for any other reason ceases to exist; or
  4. is unable to pay its debt as and when they become due or enters into any arrangement with its creditors or a receiver, manager, administrator or trustee.

10. Indemnity

1. The Organisation must indemnify SpacetoCo and must keep it indemnified and hold it and its officers and employees harmless from and against all loss, damage, claims liability, suffered or incurred by or brought against SpacetoCo or any of its respective officers and employees whether before or after the date of this Agreement caused by, arising out of or relating directly or indirectly to any:
  1. breach of any obligation;
  2. act or omission of the Organisation or its employees and officers; or
  3. breach of a Law by the Organisation or any of its employees and officers.
2. We may require you to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly arising from the fault of the Organisation.

11. Limitation of Liability

1. References to liability in this clause 11 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied under Australian or New Zealand Consumer Law.
3. Notwithstanding clause 11(b), SpacetoCo does not have:
  1. a contractual relationship with the Customers; and/or
  2. control over the safety and/or physical attributes of a Space and as such, SpacetoCo will not be liable for any injuries or damage to Customers that are injured at any Spaces. The Organisation will at all times be liable for any injury or damage to SpacetoCo staff, Customers, third parties, or representatives of the Organisation at a Space.
4. We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. any indirect or consequential loss.
5. Subject to the provisions of this clause 11, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees/charges paid or payable by you in the 12 months immediately preceding the liability event.

12. Health, Safety and Maintenance of a Space

1. The parties are required to ensure all their respective Services and obligations carried out under this Agreement shall comply with all applicable health and safety laws and regulations and any other local health and safety laws that are relevant to the Space and the Services.
2. The Organisation will ensure that all Spaces listed on the Booking Platform are maintained in good and proper condition, and in a manner which ensures that they are safe for use and in tidy condition for Customers.
3. SpacetoCo will not be involved in and has no liability for, or control over, the safety or quality of the spaces, and shall not at any time be responsible for undertaking any quality control relating to the maintenance of the Spaces listed on the Booking Platform, including the overall premises in which the Space is location, or the general vicinity of listed Spaces.

13. Data Protection

1. We will process your personal information in accordance with our privacy policy which can be accessed at https://support.spacetoco.com/spacetoco-privacy-policy
2. Each party may share with each other the following types of personal data that we've collected in connection with this Agreement (‘Shared Personal Data’):
  1. names, addresses and contact details of Customers;
  2. information about Customer bookings;
  3. information about Customer queries and complaints;
  4. information about our respective employees; and
  5. information about individuals working with other organisations that we or you work with.
3. The parties agree that each of them shall only process Shared Personal Data which it receives from the other for the following purposes:
  1. fulfilling bookings;
  2. dealing with queries and complaints from Customers;
  3. marketing booking services to Customers, subject to any appropriate legal bases, consents or agreed constraints; and
  4. dealing with each other's employees and individuals working with other organisations for the purposes of operating this Agreement.
4. 1. Applicable Privacy Laws" means, as applicable to the relevant party: the Privacy Act 1988 (Cth) and the Australian Privacy Principles (Australia); the Privacy Act 2020 and the Information Privacy Principles (New Zealand); and any other data protection or privacy legislation applicable to the processing of personal data under this Agreement
  2. Both parties shall comply with all the obligations imposed on them by any Applicable Privacy Laws. If either we or you fail to do so, it will be considered a material breach and the other may terminate this Agreement, or suspend the relevant profile and/or listings on the Booking Platform.
5. Both parties will:
  1. ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the Shared Personal Data to the other as well as to their employees and the entities they use in connection with this agreement (‘Permitted Recipients’);
  2. give full information to any individual whose personal data may be processed under this Agreement about the nature of such processing. This includes giving notice that, when this Agreement ends, personal data relating to them may be retained by or transferred to one or more of the Permitted Recipients, their successors and assignees;
  3. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  4. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
  5. ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal data. Such measures shall include, but not be limited to, those set out in our privacy policy; and
  6. not transfer any Shared Personal Data received outside of the country in which it was originally collected without taking reasonable steps to ensure the overseas recipient handles the Shared Data in accordance with the Australian Privacy Principles set out in the Privacy Act 1988 (Cth), the Information Privacy Principles set out in the Privacy Act 2020 (NZ), or such other Applicable Privacy Laws, as relevant.
6. Both parties shall assist the other in complying with the local Privacy Act. The things each party will do include but are not limited to:
  1. consulting the other about any notices given to an individual in relation to the Shared Personal Data;
  2. promptly telling the other about receipt of an individual request in relation to the Shared Personal Data;
  3. providing the other with reasonable help in complying with any individual’s rights request in relation to the Shared Personal Data;
  4. not disclosing, releasing, amending, deleting or blocking any Shared Personal Data in response to an individual’s rights request without first consulting the other, wherever possible;
  5. helping the other (at the other's cost) to respond to any data subject rights request and to comply with the local Privacy Act with respect to security, personal data breach notifications, data protection impact assessments and consultations with the OAIC, the NZ Privacy Commissioner or other regulators;
  6. on becoming aware of a breach of the local Privacy Act (by themselves or the other), notifying the other of it as soon as reasonably possible;
  7. when this Agreement ends, either deleting or returning Shared Personal Data (and any copies of it) received from the other, unless they are reasonably entitled or required by law to store it;
  8. using technology compatible with the other's technology to process Shared Personal Data, to ensure that transfers to or from the other don't result in inaccuracies;
  9. maintaining complete and accurate records and information to demonstrate that it has complied with these provisions.
  10. providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of Australian or New Zealand data protection law, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with Australian or New Zealand data protection law.
7. Lifecycle and Boundary of Shared Data
  1. Temporal Limitation on Shared Data
    1. The Organisation acknowledges and agrees that its right to access, store, and use any data provided to the Platform by a Customer (‘Customer Data’) as Shared Personal Data under this Agreement is strictly limited to the lifecycle of the specific Booking made with that Organisation.
  2. Ongoing Dynamic Data Ownership
    1. Upon the conclusion or cancellation of the specific Booking, or in relation to any actions taken by the Customer outside the scope of that specific Booking, SpacetoCo retains sole ownership and control over all ongoing dynamic data. This includes, but is not limited to, instances where a Customer:
      1. updates or modifies their account profile details (such as email addresses, phone numbers, or payment methods) on the SpacetoCo Platform; or
      2. subsequently interacts with the SpacetoCo Platform to make Bookings with alternative organisations.
  3. Exclusion from Shared Personal Data
    1. Any such updated profile information or subsequent booking activity constitutes data which is exclusively owned by SpacetoCo (‘Exclusive Data’). The Exclusive Data will not form part of the Shared Personal Data under this Agreement, and the Organisation shall have no right to access, sync, or claim ownership over the Exclusive Data.

14. Intellectual Property

1. For the purpose of this clause 14, ‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2. SpacetoCo will retain ownership of all of its pre-existing Intellectual Property Rights, and will own any Intellectual Property Rights in or arising out of or in connection with the Services or the Booking Platform (other than Intellectual Property Rights in any materials provided by the Organisation) including all rights in respect of the source code, systems, design, and software.
3. The Organisation will retain ownership of all of its pre-existing Intellectual Property Rights, including in any materials provided to SpacetoCo (or uploaded to the Booking Platform) by the Organisation.
4. The Organisation gives SpacetoCo a royalty free, non-exclusive, transferable license to use their name, logo, and other identifying materials for promotional and marketing purposes, including but not limited to case studies, website listings, social media, and marketing collateral. The Organisation may withdraw this license at any time by providing written notice to SpacetoCo, following which SpacetoCo will cease such use within a reasonable timeframe. For the avoidance of doubt, any use of the Organisation's materials prior to receipt of such notice shall not constitute a breach of this Agreement.

15. General Provisions

1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
2. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
3. Nothing in this Agreement confers or is intended to confer any benefit on any person who is not a party to this Agreement.
4. When we refer to "in writing" in this Agreement, this includes email.
5. Any notice or other communication given under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid post or other next working day delivery service to our registered office, or email.
6. The parties acknowledge that nothing in this Agreement creates, is intended to or shall be deemed to create, or establish any relationship of partnership, employment, or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
7. Neither party may subcontract or otherwise divest this Agreement or any of the rights or obligations under this Agreement without the other party’s prior written consent. This consent must not be unreasonably withheld.
8. Ability to Assign - Assignment
  1. SpacetoCo’s Right to Assign: SpacetoCo may sell, transfer or assign its business as SpacetoCo at any time to any party ("the Successor"). If this occurs the Successor will ensure continuity of service at a level equal to or better than the current provision of service.
  2. Where continuity of service is not maintained, this will constitute a material breach of the Agreement in accordance with clause 9, and the Organisation may exercise its termination rights accordingly.
9. This Agreement (as more particularly detailed in clause 1) constitutes the entire agreement between the parties in relation to the provision of the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10. Except as set out in the Agreement, we may update these Terms from time to time. If SpacetoCo updates these Terms, SpacetoCo will provide an updated copy of the Terms to you as soon as reasonably practicable.
11. For the avoidance of doubt, the Organisation retains ownership of any Spaces listed on the Booking Platform.
12. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of Western Australia, and each party irrevocably agrees that the courts of Western Australia shall have exclusive jurisdiction to settle any such dispute or claim, regardless of whether the contracting SpacetoCo entity is SpacetoCo Australia or SpacetoCo New Zealand.

hello@spacetoco.com
AU: (08) 6102 1191 | NZ: (09) 887 4698

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