1. Membership
  1. The Member agrees to be bound by the terms of this agreement and the Application Form upon submitting the Application Form to The Hive and paying the Membership Fee (Commencement Date).
  2. In consideration of the Member paying the Membership Fee, The Hive grants the Member a:
    1. licence to use the Licensed Area; and
    2. access to the Services;
      for the period set out in the Application Form, commencing on and from the Commencement Date (Initial Term);
      (collectively, Membership).
  3. Upon expiry of the Initial Term, the Membership will automatically renew for the same period as the Initial Term (and any subsequent Renewed Term), unless either party notifies the other party otherwise prior to the end of the current term (Term).
  4. The Membership will be designated a Membership Level depending on the option selected in the Application Form.
  5. The Member may, at any time during the Term, request that their Membership Level be varied.
  6. Any requested upgrade to the Membership Level will not take effect unless The Hive has consented to the upgrade and the Member has paid any associated additional Membership Fees.
  7. Any downgrade to the Membership Level will not take effect until The Hive has consented to the downgrade and, in any case, no earlier than the commencement of the next Renewed Term.
2. Licence
  1. The licence conferred on the Member in clause 1b) is:
    1. limited, non-exclusive, non-transferable and is in the nature of a personal privilege;
    2. not an interest in the land on which the Premises is situated;
    3. does not constitute the grant of a lease, sublease or other form of tenancy or right of possession over the Premises to the Member.
  2. The Hive at all times maintains a right of entry onto, and to use, the Premises.
  3. The Premises will be securely locked at all times, however, subject to the terms of this agreement, the Member will be entitled to access the Licensed Area:
    1. between the hours of 8:30am to 5.00pm Monday to Friday; or
    2. if the Membership is Full Time 24/7/365, 24 hours a day, 7 days a week.
  4. Upon payment of the Membership Fee the Member will be issued with a security card to gain access to the Premises. Ownership of the security card does not pass to the Member at any time.
  5. a) During the Term, provide that the Member complies with this agreement at all times, the Member is entitled to park one vehicle in the car park located under the building in which the Premises is located, whenever the Member is on the Premises (subject to car park availability and accessibility).
  6. The Member may access the Common Areas, on a non-exclusive basis, from time to time as reasonably required for the purpose of accessing the Services.
  7. The Member may bring guests onto the Premises with them, where their Membership Level entitles them to do so.
3. Payment Terms
  1. The Member must pay the Membership Fee to The Hive, without set-off or deduction.
  2. The Membership Fee must be paid in advance on the Commencement Date of the Initial Term and, subsequently, on the date that each Renewed Term commences (each being a Payment Date).
  3. A tax invoice for the Membership Fee will be issued to the Member on or around each Payment Date.
  4. The Member authorises The Hive to charge the Member the Membership Fee via the payment method stipulated on the Application Form (Payment Method), on each Payment Date. The Member warrants that it has the legal right to authorise The Hive to debit the Payment Method, where applicable.
  5. The Member must ensure that it maintains a valid, accepted, current Payment Method throughout the Term.
  6. The Member must also pay the Costs to The Hive in the same manner and at the same time as the Membership Fees.
  7. The Member must pay to The Hive any expenses incurred by The Hive due to the Member’s failure to pay any amounts owed to The Hive when due. Members must pay interest at the rate of 5% per month on overdue amounts from the due date up to and including the actual date payment is received in full.
  8. The Hive reserves the right to vary the Membership Fees and Rates Schedule, provided that the Member is notified of the variation prior to it taking effect upon the commencement of the following Renewed Term.
4. GST
  1. Terms in this clause have the same meaning as given to them in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  2. Unless otherwise specified in this agreement, the Membership Fee and any Costs are quoted exclusive of GST and are in Australian dollars. Where the provision of any goods or services under this agreement constitutes a Taxable Supply, the Member must pay to The Hive, in addition to the Membership Fee, any GST on the Supply at the same time and in the same manner in which the Member pays the Membership Fees and Costs to The Hive.
  3. The Hive will provide the Member with a Tax Invoice for any Supply.
5. Membership Rules
  1. The Member must not give their security card to any other person or member to use. The Member agrees to reimburse The Hive for any costs incurred in connection with any lost or stolen security cards issued to the Member.
  2. The Member is responsible for ensuring that their guests are aware of, agree to and abide by this agreement (to the extent they apply to the guest), prior to entering the Premises.
  3. The Member is liable for the conduct and behaviour of the Member’s guests.
  4. The Member must only use the Licensed Area for temporary office accommodation. Specifically, the Member must not use the Licensed Area for medical consultations, overnight accommodation, residential accommodation, social gatherings/parties, retail sales of goods, a permanent office or for any other purpose which The Hive (acting reasonably) considers to be inappropriate or inconsistent with normal office usage.
  5. The Member must not store any personal belongings in any part of the Premises other than the Licensed Area.
  6. The Member must abide by the rules and by-laws which apply to the building in which the Premises is located. A copy of these can be provided to the Member on request.
  7. The Member must use any bins provided for the disposal of rubbish.
  8. A Member with the ‘Flexi Desk’ Membership Level must not leave any unattended personal belongings on the Premises. A Member with a ‘Dedicated Desk or Acoustic Pod’ or ‘Serviced Office’ Membership Level may leave personal belongings in the Licensed Area, provided they are stored in a tidy manner.
  9. The Member must not conduct, authorise or undertake any activity which may be illegal, defamatory, misleading, harassing, obscene, threatening, pornographic, discriminatory or which infringes on the rights of third parties, in the Premises.
  10. The Member must not do anything which may annoy, disturb or offend any other person in the Premises.
  11. The Member must not interfere with any other member’s right to use the Premises and must not cause any damage to property or equipment in the Premises (whether or not such property is owned by The Hive).
  12. The Hive reserves the right to amend, delete or create additional rules regarding the Member’s use of the Premises, provided that the Member is notified of the amendment prior to it taking effect upon the commencement of any Renewed Term.
6. Services
  1. The Hive provides private spaces, meeting rooms and board rooms (Rooms) as part of its Services, dependent upon the Member’s Membership Level and availability.
  2. Unless otherwise agreed, Rooms must be booked in advance and paid for at the time of booking by credit card. Room booking rates are determined in accordance with the Rates Schedule (Booking Fee).
  3. The Member’s entitlement to a refund of the Booking Fee for cancellation of a Room booking will be determined as follows:
    1. 100% refund if cancellation occurs at least 14 days prior to the date which access to the Room was booked for (Access Date);
    2. 50% refund if cancellation occurs within 3 to 13 days of the Access Date; or
    3. no refund where cancellation occurs 2 days or less before the Access Date.
  4. The Member is responsible for the Member’s own internet security. The Hive recommends the Member take appropriate security measures to protect data and equipment from damage, unauthorised access and theft.
  5. The Member must not use, or attempt to use, The Hive’s internet connection:
    1. to access illegal content or undertake illegal activities;
    2. to engage in abusive or inappropriate conduct;
    3. to monitor, manipulate or access the account, equipment, software or private information of another person or The Hive;
    4. to distribute any virus or other software intended to compromise any network or system; or
    5. to distribute any fraudulent offer, scam or unsolicited advertisement.
  6. The Member must not use, or attempt to use, the Services in a manner that is illegal, inappropriate or which damages, disrupts, interferes with or alters the provision or quality of the Services.
  7. The Services are offered on the condition that they are used reasonably, taking into account the Member’s Membership Level. If The Hive forms the reasonable opinion that any Services are being abused, misused or overused by the Member, The Hive may issue a notice to the Member to desist using the Services or provide guidance as to what it considers to be reasonable use. The Hive may, but is not obliged to, terminate the Membership if more than one notice is given under this clause, subject to clause 10 (b).
7. Privacy
  1. The Hive may collect the Member’s personal information for the operation of its business, including to collect statistics, for marketing promotions and to recoup any monies owed by the Member.
  2. The Hive will only disclose the Member’s personal information to any person it is required to by law, or to any contractor engaged by The Hive to collect monies from the Member under this agreement.
  3. The Hive will use its best endeavours to keep the Member’s personal information secure.
  4. The Member acknowledges that there are CCTV cameras recording footage in the Premises and car park. CCTV monitors activity in these areas for safety and security.
  5. The Hive may provide recorded footage from CCTV equipment to any authority to assist with any enquiry made by that authority.
8. Confidential Information
  1. The Member must keep any Confidential Information it obtains whilst on the Premises confidential and secure and not use any Confidential Information other than for the purpose of exercising its rights and performing its obligations under this agreement.
9. Marketing
  1. The Member grants The Hive permission to use the Member and the Member’s business’ name, likeness and/or photographic image, trademarks and other branding for the purpose of marketing The Hive’s business, royalty free.
  2. The Member acknowledges that The Hive may take and use photographs and photographic negatives (whether digital or film) and videos of the Member and the Member’s business whilst on the Premises. Such use may include, but is not limited to, publication and distribution through The Hive’s websites and social media accounts and in publications, such as posters, newsletters and newspapers, catalogues and video collages. The Member acknowledges that The Hive may crop, edit and/or collage any image(s) used.
  3. The Hive will take reasonable steps to prevent publication of any information of the Member pursuant to clause 9 (a) and (b) that appears to be confidential in nature.
  4. The Member releases and forever discharges The Hive and its agents, officers and employees, from any and all claims and demands arising out of or in connection with the use of any photographs, films or other marketing materials pursuant to clause 9, including but not limited to, any and all claims for invasion of privacy, defamation, or financial compensation.
10. Termination
  1. This agreement may be terminated by agreement between the parties in writing.
  2. In addition to any other rights or remedies it may have, The Hive may terminate this agreement and the Membership immediately if the Member:
    1. fails to pay any amount owing to The Hive when due;
    2. breaches a term of this agreement; or
    3. otherwise does anything which The Hive reasonably believes may cause harm or legal liability for The Hive or damage to its reputation.
  3. The Member will not be entitled to any refund of Membership Fees or Costs where this agreement is terminated pursuant to clause 10 (b).
  4. On the effective date of termination or expiry of the Membership, the Member must immediately remove itself from the Premises and:
    1. return every security card issued to the Member back to The Hive. The Member agrees to reimburse The Hive for any costs associated with security cards which have been lost or not returned;
    2. remove the Member’s property from the Premises;
    3. restore any part of the Premises used and affected by the Member to its condition prior to the commencement of this agreement (less fair wear and tear) and replace or reimburse The Hive for any damage caused by the Member or its guests.
  5. The Hive may withhold and retain possession of any property it holds of the Member until any amounts owing to The Hive by the Member are paid.
  6. Where permitted by law, The Hive may take ownership of and retain, remove or dispose of anything left at the Premises by the Member after termination or expiry of this agreement, at the Member’s cost.
11. Liability
  1. The Hive highly recommends that the Member obtains their own insurance policy coverage for public liability and contents as The Hive does not have insurance to cover the Member’s personal belongings.
  2. The Member agrees that any employee or contractor of The Hive is not permitted to make any representation or give any warranty or assurance on behalf of The Hive.
  3. The Hive does not warrant that the Licensed Area is suitable for the Member’s intended use.
  4. The Hive does not guarantee that the Member will have uninterrupted access to the internet or that any internet connection provided by The Hive will meet any minimum speed or bandwidth requirements of the Member.
  5. The Hive may suspend or restrict access to the Licensed Area, the Premises, the Services and car park where a Delay Event occurs, without liability to the Member.
  6. The Member and any guests of the Member use the Licensed Area, Premises and Services at their own risk.
  7. The Hive reserves the right to remove the Member’s guests from the Premises at its discretion.
  8. Except as otherwise provided in this agreement, The Hive does not provide any warranty, guarantee or representation as to the accuracy, reliability, availability, security, quality or suitability of the Services, Licensed Area or Premises for any purpose.
  9. To the maximum extent permitted by law, The Hive disclaims, and the Member agrees to release The Hive, its officers, affiliates, representatives, contractors, employees and related entities from, all liability for any loss or damage (including, but not limited to, special, indirect, punitive, consequential loss or damage, loss of profits or loss of data), howsoever arising directly or indirectly in connection with:
    1. the Premises, Licensed Area or Services;
    2. the Member’s use of the Licensed Area, Premises or Services; and
    3. this agreement.
  10. This agreement does not purport to limit any non-waivable rights that the Member may be entitled to by law. Where applicable to the Member, The Hive’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). The Member may be entitled to a resupply or refund for a major failure of the goods and services. The Member may also be entitled to compensation for any reasonably foreseeable loss or damage caused by a failure of the goods and services. Where The Hive’s liability cannot be fully excluded by law, The Hive limits its maximum liability, at its option, to:
    1. the supply of the goods or services again; or
    2. the payment of the cost of having the goods or services supplied again.
12. Indemnity
  1. The Member agrees to indemnify and hold The Hive and its officers, employees, representatives, agents and contractors harmless from and against any liability, loss, damage, costs (including legal costs), expenses or other liability which may be suffered or incurred by The Hive, arising out of, or in connection with:
    1. the Member’s (or their guests) use of the Licensed Area, Premises and Services; and
    2. any breach of this agreement by the Member.
  2. The indemnity given by the Member in clause 12 is limited to the extent that any grossly negligent act or omission of The Hive has contributed to the liability arising.
13. Variations
  1. The terms of this agreement may be varied by written agreement between the parties, or by The Hive, provided that the Member is notified of the variation prior to it taking effect upon the commencement of any Renewed Term.
14. Notices
  1. Notices given under this agreement:
    1. must be in writing and clearly readable in the English language; and
    2. may be delivered to a party by hand, prepaid post or by email to that party’s address or email address as shown in the Application Form or to such other address or person as a party may specify by notice given in accordance with this clause.
  2. A notice is taken to be duly given and received:
    1. if delivered by hand, when delivered; or
    2. if delivered by prepaid post, five days after being deposited in the mail with postage prepaid;
    3. if delivered by email, when sent, provided the sender has not received notice of any failure of the notice to send.
  3. Despite clause 14 (b), notices received after 5 pm in the place of receipt or on a non-Business Day are taken to be received at 9 am on the next Business Day.
15. General
  1. Except as expressly provided to the contrary in this agreement, nothing in this agreement will constitute the parties as principal and agent, employer and employee, landlord and tenant, partners, joint venturers, trustee and beneficiary or otherwise render a party liable for the acts or omissions of any other party.
  2. This agreement records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or negotiations by, or between, the parties in relation to the subject matter of this agreement.
  3. Each party must (at its own expense) do all things that any other party reasonably requires of it to give the other party the full benefit of any obligations owed to the other party and expressed in this agreement.
  4. This agreement and any variation of this agreement may be executed and take effect in two or more counterparts, each of which when taken together, will constitute one and the same instrument.
  5. Clauses 8, 9, 11 (i) & (j), 12, 15 & 16 survive termination of this agreement.
  6. The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under this agreement does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.
  7. The rights, powers, authorities, discretions and remedies of a party under this agreement do not exclude any other right, power, authority, discretion or remedy.
  8. If any provision of this agreement is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:
    1. where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;
    2. where the offending provision cannot be read down then that provision must be severed from the agreement in which event, the remaining provisions of this agreement operate as if the severed provision had not been included; and
    3. the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected, but only to the extent that is consistent with giving substantial effect to the intentions of the parties under this agreement.
  9. This agreement is governed by the law of Queensland, Australia. Each party submits to the jurisdiction of the courts in Queensland in connection with matters concerning this agreement.
  10. a) Unless expressly stated otherwise in this agreement, the Member must not assign, transfer, novate, dispose of, sub-licence, declare a trust over or otherwise create an interest in its rights under this agreement without the prior written consent of The Hive. The Hive may, from time to time, sub-contract any part of its obligations under this agreement to third parties at its own expense.
16. Definitions

The following words have the below meanings in this agreement:

  1. “Application Form” means the Membership application form, in the form approved by The Hive from time to time, which is completed by the Member.
  2. “Business Day” means a day that is not a Saturday, Sunday or public holiday in Maroochydore, Queensland.
  3. “Costs” means the fees payable in addition to the Membership Fees for certain Services, as set out in the Rates Schedule.
  4. “The Hive” means The Hive Co Working Space Pty Ltd ACN 610 729 265.
  5. “Member” means the party named on the application for membership form.
  6. “Membership Fee” means the amount set out in the Application Form which corresponds to the Member’s Membership Level.
  7. “Common Areas” means the areas of the Premises accessible to the Member based on their Membership Level.
  8. “Confidential Information” means any information which is by its nature confidential or which the Member ought to know is confidential, including, but not limited to any information regarding the products, services, business affairs, accounts, marketing plans, prospects, trade secrets, know-how, intellectual property, research or finances of The Hive or another member, other than that information which, at the time of disclosure is already in the public domain or was in the lawful possession or knowledge of the Member before the disclosure took place.
  9. “Delay Event” means any event beyond The Hive’s reasonable control including, but not limited to failure of office equipment, furniture or facilities, loss of power or internet connection, internet service provider or telecommunications infrastructure downtime or maintenance, earthquake, cyclone, fire, explosion, flood, landslide, lightning storm, war, invasion, pandemic, sabotage, malicious damage, terrorism or civil unrest, building works, order of any government or government authority, emergency evacuation procedures or drills.
  10. “Membership Level” means either the ‘Flexi Desk’, ‘Dedicated Desk or Acoustic Pod’ or ‘Serviced Office’ level as specified in Annexure B.
  11. “Premises” means The Hive premises located at Level 1, Tower 2 @ Kon-Tiki, 55 Plaza Parade, Maroochydore.
  12. “Licensed Area” means the area in the Premises licensed to the Member either exclusively or non-exclusively as designated in Annexure A.
  13. “Rates Schedule” means the schedule in Annexure C or otherwise as amended from time to time.
  14. “Renewed Term” means a renewal of the Initial Term, or any subsequent Renewed Term of this agreement pursuant to clause 1 (c).
  15. “Services” means the services corresponding to the Member’s Membership Level as identified in Annexure B.
17. Interpretations

In this agreement, unless the context otherwise requires:

  1. words denoting any gender include all genders;
  2. headings are for convenience only and do not affect interpretation;
  3. the singular includes the plural and vice versa;
  4. any schedule or annexure attached to this agreement forms part of it;
  5. a reference to a party includes its legal personal representatives, successors and permitted assigns;
  6. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
  7. a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
  8. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar inclusive expressions; and
  9. a reference to this agreement means this agreement and includes any variation or replacement of this agreement.