Terms and conditions
General Terms and Conditions
1 Definitions and interpretation
1.1 Definitions
In this agreement, unless the context otherwise requires:
Business Day means a day other than a bank or public holiday in New South Wales or a Saturday or a Sunday.
Business Hours means 9:00am to 12:00 noon and 1:00pm to 5:00 pm on Business Days.
Commitment Term means the term specified in the Details Page.
Common Facilities means the facilities which, from time to time, Paddock agrees to provide to You and Your Personnel in conjunction with the use of a Workspace. As at the date of this agreement, the Common Facilities include.
(a) non-exclusive access to Paddock HQ
(b) regular maintenance of the Paddock HQ consistent with the maintenance provided to similar shared work spaces provided that Paddock will not be responsible for the repair of damage exceeding normal wear and tear;
(c) furnishings in Paddock HQ of the quality and in the quantity typically provided to other shared work spaces;
(d) access to and use of Paddock HQ’s shared internet connection;
(e) use of the printers, copiers and/or scanners made available to users in Paddock HQ;
(f) air-conditioning of Paddock HQ
(g) electricity for reasonably acceptable office use;
(h) use of Paddock HQ’s kitchen and the beverages and snacks which Paddock makes available to users free of charge;
(i) the opportunity to purchase office services, office consumables, beverages and snacks which Paddock makes available to users to purchase
(j) acceptance of mail and deliveries on behalf of You during Business Hours on Business Days; provided that Paddock is not liable for any mail or packages received without a Paddock employee’s signature indicating acceptance or should You use Paddock’s mail and deliveries services for fraudulent or unlawful purposes;
Paddock means Rathdrum Properties Pty Limited ACN 123 510 001 trading as Paddock Offices.
Paddock HQ means Ground Floor, 135-153 New South Head Road, Edgecliff, 2027
Workspace Fee means the fee which Paddock charges You for a Workspace from time to time as specified in the Details Page as increased under clause 3.3(b).
Your Personnel means each natural person you authorise or permit to use the Workspace and includes a person who visits Paddock HQ to meet with You or Your Personnel.
Your Property means Your, Your Personnel’s and Your and their guests’ property.
Your Workspace means the workspace in Paddock HQ which Paddock agrees to provide to You from time to time.
1.2 Interpretation
In this agreement unless the context requires otherwise:
(a) where an expression, word or phrase is given a particular meaning, then other parts of speech based on that expression, word or phrase and other grammatical forms of that expression, word or phrase, have corresponding meanings;
(b) the rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward, does not apply;
(c) a reference to this agreement or any other agreement, arrangement or document, includes any variation, novation, supplementation or replacement of them;
(d) headings are for convenience of reference only and do not affect interpretation;
(e) a mention of anything after include, includes or including, does not limit what else might be included;
(f) the singular includes the plural and vice versa;
(g) a reference to time is to the time in Sydney, New South Wales;
(h) a reference to any party to this agreement or to any other document or arrangement, includes that party’s legal personal representatives, substitutes (including, without limitation, any person taking by novation), successors and permitted assigns; and
(i) a reference to a person includes a body corporate, partnership, joint venture, incorporated or unincorporated association, authority, state government, or government or quasi-government body.
2 Effect, continuation and termination
2.1 Effect of agreement
(a) This agreement will be effective when signed by or on behalf of both You and Paddock.
(b) However, Paddock will not be obliged to provide You or Your Personnel with access to Your Workspace or Paddock HQ until Paddock has received payment of the first instalment of the Workspace Fee and, if relevant, the bond.
2.2 Continuation
Unless:
(a) the Details Page specifies otherwise; or
(b) otherwise agreed by Paddock and You,
this agreement will operate for the Commitment Term and then continue from month to month until terminated under clause 2.3 or clause 2.4.
2.3 Termination by You
You may terminate this agreement for convenience at any time after the end of the Commitment Term by giving at least one month’s notice to Paddock. That notice may be given during the Commitment Term.
2.4 Termination by Paddock
(a) Paddock may terminate this agreement for convenience at any time after the end of the Commitment Term by giving one month’s notice to You. That notice may be given during the Commitment Term.
(b) Paddock may also terminate this agreement for Your default by giving at least one Business Day’s notice to You if:
(i) You do not pay any Workspace Fee to Paddock on time; or
(ii) You or Your Personnel do not comply with any policy; or
(iii) You otherwise breach this agreement.
(c) If, during the Commitment Term, Paddock decides to discontinue the business of providing workspaces from Ground Floor, 135-153 New South Head Road, Edgecliff, 2027, then Paddock may terminate this agreement during the Commitment Term by giving three month’s notice to You.
2.5 Continuing liability for Workspace Fee
You will remain liable to pay the Workspace Fee to Paddock until the termination of this agreement occurs on the expiry of a notice of termination.
2.6 Removal of Your Property on termination
(a) Prior to the termination of this agreement, you must remove all of Your Property from Paddock HQ.
(b) After providing you with reasonable notice, Paddock will be entitled to dispose of any of Your Property remaining in Paddock HQ after the termination of this agreement and will not have any obligation to store any of Your Property.
(c) You waive any claims or demands regarding Your Property or and Paddock's handling of Your Property.
(d) You will be responsible for paying any costs reasonably incurred by Paddock in connection with such removal.
3 Provision of Workspace
3.1 Provision
Subject to this agreement, Paddock will use commercially reasonable efforts to provide the Workspace to You (and, if applicable, Your Personnel) and the Common Facilities.
3.2 Payment
You must pay the Workspace Fee by instalments monthly in advance.
3.3 Variation
(a) As at the date of this agreement, the Workspace Fee is as set out on the Details Page.
(b) The annual Workspace Fee will increase by 4% on each anniversary of the start of the commitment.
3.4 Bond
(a) Paddock may require you to pay to Paddock a bond as security for your obligations to pay:
(i) the Workspace Fee; and
(ii) for any damages which Paddock suffers or reasonably anticipates that it will suffer arising, directly or indirectly, as a consequence of You breaching this agreement.
(b) If the Details Page contains details of a bond, you must pay that bond to Paddock on the date of this agreement.
(c) Paddock is entitled to deduct from the bond an amount equal to any monies due but unpaid by You to Paddock under this agreement.
4 Your Personnel
4.1 Responsibility for Your Personnel
(a) You are responsible for Your Personnel.
(b) You must ensure that nothing done or omitted to be done by Your Personnel causes you to breach this agreement.
4.2 Identification of Your Personnel
(a) You must provide Paddock with a list of the names and residential addresses of each of Your Personnel.
(b) You must procure that each of Your Personnel provide to Paddock reasonable proof of his or her name, age and residential address.
4.3 Age
You must ensure that Your Personnel are at least 18 years of age.
4.4 Bio metric security
You acknowledge that access to Paddock HQ is by way of bio metric fingerprint readers and that, unless Your Personnel provide their fingerprints to Paddock, they will be unable to access Paddock HQ.
4.5 Disclosure
Subject to its obligations under the Privacy Act 1988 (Cth), Paddock may disclose information about You or Your Personnel as necessary to satisfy any law, regulation, legal process or government request.
5 Your obligations
5.1 Rules and directions
(a) You and Your Personnel must comply with any rules for the use of Paddock HQ as determined by Paddock and notified to You.
(b) Paddock may change the rules in its reasonable discretion.
(c) You and Your Personnel must comply with Paddock’s reasonable directions in relation to the use of the Workspace, the Common Facilities and access to Paddock HQ.
5.2 Exclusion
Paddock reserves the right to exclude from Paddock HQ You or any of Your Personnel who:
(a) fail to comply with any rule or direction; or
(b) otherwise act in an offensive or otherwise inappropriate manner.
5.3 Your Workspace and Paddock HQ
(a) You must use Your Workspace as an office workspace and not for any other purpose.
(b) You must keep Your Workspace clean and dispose of waste properly.
(c) You must comply with all laws regulating how the Paddock HQ is used, obtain any consents or licences needed, comply with any conditions of consent, and keep current any licences or registrations needed for the use of Your Workspace or for the conduct Your business from Paddock HQ
(d) Your Workspace has a limited capacity. Paddock reserves the right to limit the number of Your Personnel having access to Paddock HQ.
(e) Common areas within Paddock HQ are for the enjoyment of all of Paddock’s users and guests, are for temporary use and not as a place for continuous, everyday work.
(f) You may not make any alterations to your Workspace or to common areas in Paddock HQ without Paddock's prior approval.
(g) You may not attach or affix any items to the walls or make any other alterations to Your Workspace or install antennas or telecommunication lines or devices in Your Workspace or in the common areas of Paddock HQ without Paddock's prior approval.
6 Insurance and risk
(a) You must keep current an insurance policy covering liability to the public in an amount not less than $20,000,000.00 (for each accident or event).
(b) You must produce to Paddock, upon request, the policy and the receipt for the last premium.
(c) You and Your Personnel use Your Workspace and enter Paddock HQ at Your own and their own risk.
(d) You release Paddock from all liability for loss or damage (including injury or death) arising out of or in connection with Your use of the Workspace and Paddock HQ except to the extent that the loss or damage is caused by Paddock's negligence.
(e) You indemnify Paddock against any claims for loss or damage (including injury or death) made by any of Your Personnel arising out of or in connection with Your Personnel's use of the Workspace and Paddock HQ except to the extent that the loss or damage is caused by Paddock's negligence.
7 Security
(a) You must not allow any guest(s) to enter Paddock HQ without registering those guest(s).
(b) You must safeguard Paddock’s property and You will be liable for repair or replacement costs should any such property be lost, stolen or destroyed because of Your default.
(c) Keys, keycards and other devices used to gain access to Paddock HQ, Your Workspace or an office or a storage item in Paddock HQ remain Paddock’s property.
(d) You may not make any copies of any keys, keycards or other devices or lend, share or transfer any keys, keycards or other devices to a third party.
(e) You may not install any locks in Paddock HQ without Paddock's prior consent.
(f) Paddock may, but has no obligation to, make video and/or audio recordings of certain areas in Paddock HQ and the building in which Paddock HQ is located;
(g) You must keep Your and Your Personnel’s computers, tablets, mobile devices and other electronic equipment kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations.
(h) Paddock reserves the right to exclude any device from its network that it reasonably considers poses a threat to its network or other users of Paddock HQ.
8 Notices
(a) Any notice under this agreement may be given by email to Your email address in the Details Page or as subsequently notified to Paddock in writing,
(b) You must promptly notify Paddock of any change to your email address, physical address.
(c) Paddock will provide notice to You of any changes to services, fees, or other updates by emailing the email address(es) provided by You. It is Your responsibility to read those emails and to ensure Your Personnel are aware of any changes, even if Paddock notifies Your Personnel directly.
9 GST
(a) The Workspace Fee is exclusive of GST.
(b) As consideration in whole or in part for a taxable supply the person receiving the supply must pay to the party making the supply an additional amount equal to the amount of GST payable on the supply.
10 General
10.1 Relationship of parties
(a) The relationship between You and Paddock under this agreement is that of licensor and licensee and not that of landlord and tenant.
(b) Nothing in this agreement gives You any estate or interest in Your Workstation or Paddock HQ.
10.2 Personal relationship
The rights granted to you by Paddock under this agreement are personal to you and you may not assign or transfer Your rights under this agreement to any other person.