ONLINE TERMS AND CONDITIONS

1. ACCEPTANCE

These Terms and Conditions (Terms) are between TwoSpace Pty Ltd ACN 615 166 428 its successors and assignees (referred to as “we”, “us” or “our”) and you, the person, organisation or entity that purchases Services from us (referred to as “you” or “your”), and collectively the Parties. These Terms apply to all sales made by us to you.

1.1 You are requesting to become a member of ours for the period described on our website www.twospace.com.au (Site) for access and use of the Premises (Membership or Services). You accept these Terms by:
(a) ticking the online acceptance box; and
(b) making part or full payment for the Services, set out in our tax invoice to you (Invoice).

1.2 You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully. Please contact us if you have any questions using the contact details at the end of these Terms. Using or purchasing our Services indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms, and that you are 18 years or older, or have the consent of a legal guardian who is 18 years or older. If you do not agree to these Terms, you should not use or purchase our Services from us.

2. SERVICES

2.1 Access to some of our Services will require you to register for an account (Account). It is your responsibility to keep the details of your Account, including user name and password, confidential.

2.2 We agree to perform the Services with due care and skill.

2.3 We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.

2.4 The period for us to perform the Services is set out on our Site.

2.5 We may provide the Services to you using our employees, contractors and third party providers and they are included in these Terms.

2.6 Third parties who are not our employees or our direct contractors (Third Parties) will be your responsibility. We are not responsible for the products or services provided by Third Parties.

2.7 If you request amended or additional services, including but not limited to (Variation), we have discretion as to whether we perform this Variation for you and whether an adjustment to the Fee may be required in respect of the same. If we are unable to accommodate the Variation, we may request that we be paid for Services performed to date and terminate these Terms.

2.8 If we agree to perform a Variation, then we will inform you of any additional cost (Variation Fee). You must pay the Variation Fee before we commence the Variation. We will invoice you accordingly for the Variation.

3. PRICE, INVOICING AND PAYMENT

3.1 You agree to pay us the amounts set out on our Site, for the chosen Membership Services in monthly instalments by the payment methods as set out on our Site when making a purchase for the Services. If your payment is not able to be successfully processed, then your membership may be cancelled. All amounts are stated in Australian dollars. All amounts include Australian GST (where applicable). You will be required to make payment by way of credit card, PayPal or other payment methods as set out on the Site when making a purchase for the Services.

3.2 If you require any variation to your order, you must make a request to us in writing. The price and Services may only be varied at our discretion and by written agreement between us.]

3.3 Our pricing structure, payment methods and these Terms may be amended from time to time at our discretion. The pricing changes will apply to you for Services provided to you after the date of the change. All other changes will apply from the date that the amended or new Terms are posted on our Site or are provided to you, whichever is earlier.

4. YOUR OBLIGATIONS AND WARRANTIES

4.1 You must bring valid identification to gain access to the Premises that the Services is being provided at.

4.2 In the Premises, you must conduct yourself in a reasonable manner, including drinking responsibly to prevent damage to property and injure yourself or others.

4.3 You must not do anything in the Premises or use our Services for any purpose which is unlawful, immoral, noxious, offensive, hazardous or likely to cause nuisance, interference, injury or unreasonable disturbance to us or other occupiers in the Premises.

4.4 You must not use the internet in any manner that could damage, disable, overburden or impair our internet server.

4.5 You must not attempt to gain unauthorised access to any internet accounts, computer systems or network connected to our server through hacking, password mining or other means.

4.6 You must not smoke in the Premises.

4.7 You must not alter or interfere with our property or remove it from the Premises.

4.8 You must comply at all times with our direction, rules and regulations in relation to your conduct in the Premises.

4.9 You warrant that throughout the term of these Terms that:
(a) there are no legal restrictions preventing you from agreeing to these Terms;
(b) you will cooperate with us and provide us with information that is reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests in a timely manner;
(c) the information you provide to us is true, correct and complete;
(d) you will not infringe any third party rights in working with us and receiving the Services;
(e) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns;
(f) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
(g) you consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you;
(h) if applicable, you hold a valid ABN which has been advised to us; and
(i) if applicable, you are registered for GST purposes.

5. CONFIDENTIAL INFORMATION

5.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than, where necessary, Third Party Suppliers) other than as set out in our Privacy Policy, which is available on the Site; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; only to use the Confidential Information for the purpose for which it was disclosed by you, to provide better quality services to you, and not for any other purpose.

5.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.

5.3 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority including under subpoena.

5.4 This clause will survive termination of these Terms.

6. FEEDBACK AND DISPUTE RESOLUTION

6.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.

6.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

6.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

7. TERMINATION

7.1 The Parties may terminate these Terms by mutual agreement, upon 30 days’ notice in writing including by email.

7.2 Either Party may terminate these Terms, if there has been a material breach of these Terms, subject to following the dispute resolution procedure.

7.3 We may terminate these Terms immediately, at our sole discretion, if:
(a) we consider that a request for the Service is inappropriate, improper or unlawful;
(b) you fail to provide us with clear or timely instructions to enable us to provide the Services;
(c) we consider that our working relationship has broken down including a loss of confidence and trust;
(d) you act in a way which we reasonably believe will bring us or our Site into disrepute;
(e) you provide us with incorrect payment details or any other incorrect information;
(f) you fail to pay an Invoice by the payment date;] or
(g) for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe.

7.4 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.

7.5 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

8. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS

8.1 Services: If you are a consumer as defined in the ACL, the following applies to you: “We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services to achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.”

8.2 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out on the Site where it is affected by your delay in response, or supply of incomplete or incorrect information.

8.3 Warranties: To the extent permitted by law, we exclude all express and implied warranties, and all material and work is provided to you without warranties of any kind, either express or implied. We expressly disclaim all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.

8.4 Liability: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the Services and these Terms, except those set out in these Terms, including but not limited to:
(a) implied or express guarantees, representations or conditions of any kind, which are not stated in these Terms;
(b) the Services being unavailable; and
(c) any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered by you or claims made against you, arising out of or in connection with your inability to access or use the Services, the use of our Services and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.

8.5 Limitation: Our total liability arising out of or in connection with the Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by you to us in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.

8.6 This clause will survive termination of these Terms.

9. INDEMNITY

9.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) Use of the Premises;
(b) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
(c) any breach of these Terms;
(d) any misuse of the Services, the Site from or by you, your employees, contractors or agents; and
(e) your breach of any law or third party rights.

9.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

9.3 This clause will survive termination of these Terms.

10. GENERAL

10.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

10.2 Publicity: You consent to us using advertising or publicly announcing that we have undertaken work for you.

10.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

10.4 GST: If and when applicable, GST payable on the Services will be set out on our Invoices. By accepting these Terms you agree to pay us an amount equivalent to the GST imposed on these charges.

10.5 Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.

10.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).

10.7 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.

10.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 business days' notice in writing.

10.9 Notice: Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to you at the address provided at the time you order our Services. Our address is set out at the end of these Terms. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.

10.10 Jurisdiction & Applicable Law: These terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.

10.11 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

11. DEFINITIONS

11.1 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement or otherwise.

11.2 Confidential Information includes confidential information about you, your credit card or payment details, the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".

11.3 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.

11.4 Premises means the location that we host our Services as described on our Site.

DISCLAIMER: Terms & Conditions's are subject to change without notification

Contact details:
TwoSpace Pty Ltd ACN 615 166 428
9 Careebong Road, Frenchs Forest
info@twospace.com.au
Last update: 7 October 2016