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Terms & Conditions

Finding Inspiration in Every Turn

1 Background

1.1 Smart Precinct NQ Pty Ltd is an innovation hub located in Townsville, NQ. 1.2 We supply business related goods and services to startup enterprises who are seeking to: (a) establish themselves in the area; and (b) build relationships with similar enterprises as they grow their businesses. 1.3 This document sets out the terms under which we will provide goods and services to you. 1.4 You accept that these terms and conditions will govern our engagement and agree to comply with them.

2 Definitions and Interpretation

Definitions

2.1 The following definitions apply:

(a) Agreement: means this document (inclusive of any Special Conditions), any schedules and attachments to it, and any documents incorporated into it by reference.

(b) Business Day: means any day that is not a Saturday, Sunday or public holiday in Queensland.

(c) Business Hours: means 9.00am to 5.00pm on any Business Day.

(d) Claim: includes any action, demand, application, proceeding, judgment, enforcement hearing and enforcement order.

(e) Confidential Information: means any information which by its nature is confidential, is received on the express or implied understanding that it is confidential, or is marked as being confidential. Confidential Information may include:

  • (i) information about processes and policies, commercial operations, financial arrangements or affairs; or

  • (ii) records, but does not include:

  • (iii) information that is publicly known for reasons other than as a result of a breach of this Agreement;

  • (iv) any other information that is received through a third party and which is not governed by an obligation of confidence;

  • (v) information belonging to a member that is inadvertently left on any allocated desk or computer screens and which has not been securely stored; or (vi) telephone calls that are overheard by other members within the co-working space.

(f) End Date: has the meaning given to it in the Order Form.

(g) Establishment Charge: means all costs and expenses associated with having your telephone line connected.

(h) Force Majeure Event: means an act, omission, cause or circumstances outside a party’s reasonable control including fire, storm, earthquake, explosion, accident, enemy acts, war, sabotage, labour dispute, mechanical breakdown and act or omission of a third party.

(i) GST: means goods and services tax imposed through GST Law.

(j) GST Law: means A New Tax System (Goods and Services Tax) Act 1999 (Cth), any regulations passed under that Act or any rulings or determinations made by the Australian Tax Office about its interpretation

(k) Guests: means of your staff, contractors, and other persons who visit the Premises on your express or implied invitation.

(l) Intellectual Property: means all registered and unregistered rights in Australia and throughout the world for:

  • (i) copyright;

  • (ii) trademarks or service marks;

  • (iii) designs;

  • (iv) patents;

  • (v) semiconductors or circuit layouts;

  • (vi) source codes and object codes;

  • (vii) trade, business or company names;

  • (viii) indications of source or appellations of origin;

  • (ix) trade secrets;

  • (x) know-how and Confidential Information;

  • (xi) the rights to registration of any of the above; and

  • (xii) the right to bring an action for infringement of any of the above; but excludes Moral Rights.

(i) Law: means any applicable: i. common law or the law of equity; or ii. Federal, State or Local Government statute, regulation, ordinance that is in force.

(j) Lease: means the lease between us and Ipswich City Development Enterprises Pty Ltd for the Premises.

(k) Loss: includes any loss, liability, tax, prohibition, penalty, fine or expense.

(l) Membership Fee: is the amount or method of calculation (inclusive of GST) that is described in the Order Form.

(m) Moral Rights: means the moral rights conferred under the Copyright Act 1968 (Cth), including the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed.

(n) Personal Information: has the meaning given to it in our Privacy Policy.

(o) Premises: means our premises which are located at 143 Walker St, Townsville QLD and which are leased to us under the Lease.

(p) Privacy Policy: means the Privacy Policy (as amended from time to time) governing the use of the Site.

(q) Special Conditions: has the meaning given to them on the Order Form.

(r) Start Date: has the meaning given to it in the Order Form.

(s) We/us/our: means Smart Precinct NQ ABN 78 635 631 800. 

(t) You/your: means the member who is a party to this Agreement and includes your employees, agents, contractors and representatives. Interpretation 2.2 In this Agreement unless the context otherwise requires:

  • (a) words importing a gender include any other gender;

  • (b) words in the singular include the plural and vice versa;

  • (c) all dollar amounts refer to Australian currency; 

  • (d) a reference to any legislation includes any subordinate legislation made under it and any legislation amending, consolidating or replacing it; 

  • (e) a reference to an individual or person includes a corporation or other legal entity;

  • (f) a reference to “consent” means prior written consent;

  • (g) the terms “member benefits” and “goods and services” are used interchangeably;

  • (h) clause headings have been included for convenience only and are not intended to affect the meaning or interpretation of this Agreement;

  • (i) if any expression is defined, other grammatical forms of that expression will have corresponding meanings; and

  • (j) if a party includes two or more persons, this Agreement will bind them jointly and each of them severally; and

  • (k) any reference to ‘notice’ under this Agreement means written notice.

3 Term

3.1 This Agreement begins on the Start Date and ends on the earlier of the following:

(a) the End Date (subject to any renewals under clause 4); or

(b) when it is terminated under clause 21.

4 Renewal

4.1 Smart Precinct NQ subscriptions, if:

(a) the existing Term expires; and

(b) neither party gives notice of their intention not to renew this Agreement by no later than one month before the existing Term is due to expire, the Agreement will automatically renew and be extended by a period that is equal to the existing term.

4.2 Clause 4.1 applies to successive terms following any renewals this Agreement.

 

5 Services

5.1 In exchange for paying the relevant Smart Collective Subscription Fee and if you are a Tier 1 member, we will make the following goods and services available to you:

(a) open desk space for up to 5 hours per week at Smart Precinct 'Landing Pad' at our premises located at 143 Walker St, Townsville City ;

(b) wi-fi access;

(c) tea and coffee for you and your Guests;

(d) access to kitchen and communal facilities;

(e) cleaning of co-working space, kitchen, communal facilities and toilets;

(f) access to newsletter, networking channels and certain member specific events which are hosted by us; 

6 Additional services

6.1 In addition to the member benefits provided under clause 5 for each membership category, we may also provide other additional services. 6.2 Additional services will be subject to separate fees and charges but maybe governed by these terms and conditions to the extent they are applicable.