T&C’s

OUR TERMS AND CONDITIONS

Welcome!

While we are glad you’re here, we are also a little surprised. I mean… these days who actually reads the fine print?

We would like to take this opportunity to be straight up with you. The Exchange is not responsible for anything. Ever. These Terms and Conditions spell that out.

The Exchange is a co-working space. The Exchange is a space. The Exchange is space. The Exchange is space to grow. The Exchange is space to learn, change, move, and own your ideas.

We like to say to our people: You Do You! Treat everyone with respect. Follow the rules. Be kind. And we will all get along just fine.

01- OVERVIEW

Please read these Terms and Conditions carefully, as they affect your legal rights. Our Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your The Exchange Membership (“Membership”) and other services specified herein (the “Services”).

01.1. US! The Exchange is where co-working meets community. It’s a space that nurtures the potential of those in regional Australia with big dreams for a small business. It’s a space for those who know where they want to be, but not where to start. It’s a space to be empowered to grow and change. It’s space for the brave.

For the purposes of these Terms we are The Exchange Dubbo Pty Ltd (“The Exchange”). We reserve the right to change the legal entity that offers you these Services. The relevant entity with which you enter into these Terms shall be known in these Terms as “we,” “our” “us” or “The Exchange”.

01.2. YOU! A Member, you shall be known in these Terms as “you” and “your”. When we reference a Member, this means any person who has applied for Membership and has been granted Membership status in accordance with the guidelines set by The Exchange.

01.3. Our Services. For the avoidance of doubt, references to “Services” in these Terms refer to the Membership and Services outlined in Section #3.

01.3.1. The exact Services you receive will depend on (a) the Membership option you have signed up for; (b) the Services available; and (c) additional features and Services which may be offered and you may decide to use, which may be subject to additional guidelines, terms, conditions and/or rules according to who offered the Services (“Additional Terms”). If some features of the Services are subject to Additional Terms, these will be posted with those features or otherwise communicated to you. We consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.

01.3.2. To use Services as part of your Membership, you must agree to The Exchange Terms (this document), also hosted at www.yourexchange.co/terms, Privacy Policy hosted at www.yourexchange.co/privacy and the Guidelines outlined in The Exchange Induction Pack (provided to you upon acceptance of a Co-Working Membership).

01.3.3. “Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to participate in connection with your Membership. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.

01.3.4. The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion.

01.3.5. From time to time, we may also make modifications, deletions or additions to these Terms or to Services. We will provide you with notice of changes to these Terms or to Services, by emailing the last email address provided by you in your profile or by posting a notice to The Exchange Community Members online. Most changes will be effective immediately upon notice. If you don’t agree to the changes, you may cancel your Membership at any time.

02- WHERE ARE WE?

02.1. Our home. You can find The Exchange at Charles Sturt University Dubbo Campus, Main Building, 8 Tony McGrane Place, Dubbo, NSW, 2830 (the “Premises”).

03- JOIN US!

03.1. Our Memberships. There are two levels of Membership which are defined in this section. All Memberships to our The Exchange Community are free!

03.1.1. Community Membership. The Exchange is Community. Community of ideas and inspiration. Community of business owners and providers that serve them. Community of future founders and fence sitters. Community of people who need help reaching their potential and those who want to help others exceed theirs. Community of people with big ideas and now a home to realise them.

03.1.1.1. Community Membership is achieved by completing The Exchange Membership Form on the website www.yourexchange.co.

03.1.1.2.Being a member on The Exchange Facebook (www.facebook.com/yourexchange.co), or The Exchange Instagram (www.instagram.com/yourexchange.co), is also considered Community Membership.

03.1.2. Co-Working Membership: The Exchange is Seats. Seats for those who know where they want to be, but not where to begin. Seats for those who know what they want, but not how to get it. Seats for those who could be unstoppable, if only they could start. Seats for the brave. This option automatically registers you as a Community Member.

03.1.2.1. Co-Working Membership is achieved by completing The Exchange Membership Form on the website www.yourexchange.co. This automatically registers you for the Community Membership.

03.1.2.2. There are limited Co-Working Memberships available. Using the details you submit on your Membership Form, your application will be considered and eligibility reviewed by a Panel made up of at least one CSU staff member, two Exchange employees and one current Co-Working Member. All successful and unsuccessful applicants will be notified.

03.1.2.3. As a Co-Working Member, you can access the facilities (defined below) at CSU Dubbo inside of Regular Business Hours and Regular Business Days (defined below). If you have been accepted as a Co-Working Member, you will receive an Induction Tour and Induction Pack which must be signed and returned before access to the Co-Working space is granted.

03.1.2.4. “Facilities” offered as part of the Co-Working Membership include: free co-working desks, couches, pods, all-day parking, café, outdoor areas, free WiFi, meeting rooms, event space, lecture theatre, lockers, kitchen facilities, showers, computers and video conferencing.

03.1.2.5. “Regular Business Hours” are generally from 8:30 a.m. to 5:00 p.m. on Regular Business Days.

03.1.2.6. “Regular Business Days” are all weekdays, except local bank/government holidays.

03.1.2.7. Co-Working Membership probation will be for 6 months and come under review of the Panel at that point.

03.1.2.8. The cost of printing using the CSU Dubbo printing facilities is not included in the Co-Working Membership. Any printing cost using the CSU Dubbo printing facility, is your responsibility.

03.1.3. More about our Memberships!

03.1.3.1. All Membership Applications received through www.yourexchange.co will be confirmed by email from the Community Manager at start@yourexchange.co within 24 hours on business days. You will become a Community Member once your application has been accepted. Membership Applications received through the website will be assigned a unique identifying number in the order that Membership Forms received.

03.1.3.2. Member information will be stored, managed, updated and owned by The Exchange. Also see The Exchange Privacy Policy www.yourexchange.co/privacy-policy.

03.1.3.3. As appropriate, and by discretion of The Exchange, member details will be shared with The Exchange Community in-order to benefit other members. This includes via email, in person and any online channels owned by The Exchange.

03.1.3.4. You will receive emails and notifications from us relating to business related services and events in Dubbo.

03.1.3.5. Your Membership, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials with any other individual.

03.1.3.6. If your business changes or pivots during your membership, or you start work on or with another business, of if your contact details change, please notify us via email.

03.1.3.7. Of the Facilities available at the Premises, there are “Bookable Facilities” which are available to all Members, subject to request and availability. These Bookable Facilities include: meeting rooms, video conferencing and event spaces. To access the Bookable Facilities, you will be notified of the Booking Process upon acceptance of your Membership. Some of these facilities may only be available during Regular Business Hours on Regular Business Days, however, all requests will be assessed and confirmed, subject to availability.

03.1.3.8. Code of Conduct. We expect that you will not perform any activity that is reasonably likely to be offensive, disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or property of any of the foregoing. If you do, we have the right to revoke your membership immediately and without question.

03.1.4. Our Co-Working Guidelines. The Exchange has some Co-working Guidelines (“Guidelines”) around the expected behavior, which are incorporated as part of these Terms, part of The Exchange Co-Working Induction Pack and the Code of Conduct. As part of your Co-Working Membership, you must comply with these Guidelines. These Guidelines may be revised from time to time, and all Co-Working Members will be notified.

03.1.4.1. Guests. You are entitled to invite guests (“Guests”) onto the Premises during Regular Business Hours. Your Guests’ visit must be for business purposes only. You are responsible for your Guests and must accompany them while they are on the Premises. If your Guest breaches any of these Terms, you will be deemed to be in breach of these Terms. Guest are not entitled to co-work in the space but are allowed to meet and collaborate with Members. This is to prevent guests becoming “unofficial Co-Working Members”. You get the difference…

03.1.4.2. Restricted Services. You must not use any Services or any space you occupy in the Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.

03.1.4.3. ID. You are required to present a valid, government-issued photo identification along with an additional photograph, in order to gain access to the CSU Dubbo Campus as a CSU Community Borrower . For security purposes, CSU Dubbo may regularly record via video certain areas of the Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

03.1.4.4. Passwords. Do not reveal your CSU Community Borrower account password or transfer any access device or credentials to anyone else. You are responsible for maintaining the confidentiality of your password and security of any access device. You must promptly notify us if you suspect your password or access device has been compromised. Access devices remain property of CSU, and you must return them immediately upon termination or expiration of your Co-Working Membership. You may be charged a replacement fee for any lost or damaged access devices.

03.1.4.5. Mail. Subject to availability, Co-Working Members may elect to receive some mail and packages at the Premises during Regular Business Hours and on regular Business Days. You must notify start@yourexchange.co, and receive confirmation that that CSU can accept mail and deliveries on your behalf. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages, and there is no obligation for The Exchange or CSU to store such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after you terminate your Co-Working Membership.

03.1.4.6. Property. The Exchange and Charles Sturt University are not responsible for your property while you use the Premises, or any property you leave at the Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving the Premises. Prior to the termination of your Membership, you must remove all f your property. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in the Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

03.1.4.7. Damage. You may be held liable (and do hereby authorise us to charge you) for the repair cost for all damage to the Premises and items therein caused by you or your guests or invitees.

03.1.4.8. Common areas. There are Common areas available on the Premises, which pursuant to these terms, can be accessed by you and your guests.

03.1.4.9. Cleaning. Please remain respectful of the Premises and ensure you clean any mess before you leave the Premises each day. If you leave an event space, booked room or area in an unclean state, you may be charged a cleaning fee.

03.1.4.10. Pets. Pets are not allowed on Premises.

03.1.4.11. Other Members. We do not control and are not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees, guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

03.1.5. Compliance. You must comply with and Guidelines and Code of Conduct outlined in these Terms and the Co-Working Induction Pack supplied by The Exchange. You must comply with Charles Sturt University Work Health and Safety Policy (https://policy.csu.edu.au/document/view-current.php?id=212) and the Computing and Communications Facilities Use Policy for use of the free WiFi (https://policy.csu.edu.au/view.current.php?id=00145). You will be notified of all other policies which require your compliance, and you must check these Policies regularly.

03.1.6. Non-Solicitation. During your Membership, and for a period of 2 years after your Membership ends, you must not approach any of our Members for the purpose of persuading that person to terminate their Membership with us.

03.1.7. Membership Termination. Sadly, if you do not comply with the Terms, Guidelines or Code of Conduct, we may, at our sole discretion, restrict your access to your Membership and Services. We may also terminate your Membership with immediate effect, and possibly without prior notice to you. We may terminate your Membership if we discontinue the Membership program. You can cancel your Membership at any time, by submitting a request to start@yourexchange.co.

04- ADVERTISEMENTS AND TESTIMONIALS

04.1. Advertisements. As part of your Membership, you may encounter advertisements from Third Party Service Providers and other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.

04.2. Testimonials. From time to time, we may also publish endorsements and testimonials by users and members related to their experiences with the Services. These endorsements and testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

05- INTELLECTUAL PROPERTY

05.1. Intellectual Property of The Exchange and Charles Sturt University. You may not take, copy or use for any purpose the name “The Exchange” or “Charles Sturt University” business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any photographs, images or footage which are owned The Exchange or Charles Sturt University, without our prior consent. The Exchange has a very strong visual and verbal brand identity. We know you won’t be able to sleep at night if you borrow or steal our identity. And if you do, you will be responsible to pay a portion of the cost of its original development plus damages.

05.2. Intellectual Property of others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

05.3. Photographs, images and footage. The Exchange and Charles Sturt University may use images of The Exchange Members working in the space for promotional and other purposes, and prior consent will be gained. We encourage The Exchange Members to share their own photographs, images and footage, but Members must ensure they gain prior consent from other persons who may appear in any photographs, images or footage.

06- LIABILITY AND INDEMNITY

06.1. Our Liability. We will not be in breach of our obligation to provide the primary membership benefits if the Premises are damaged, contaminated or otherwise affected by a risk or event which prevents you from using the Premises. You represent that you and your business will not rely upon any advice or recommendations given to you by The Exchange Employees, Members and Guests, and we disclaim all responsibility for any such advice. You acknowledge that we are not licensed to give professional advice, including financial services advice, and you must rely upon your own enquiries and seek your own professional advice.

06.2. Release and Indemnity from advice and assistance. As a Member of The Exchange, you may receive voluntary and free advice or assistance from The Exchange Employees, Members or Guests. You acknowledge that any such advice or assistance is provided at our absolute discretion and that you rely on it at your own risk. You agree to release The Exchange employees and Members from any and all liability (including without limitation, for negligence) to you. You agree to indemnify The Exchange employees and Members against any and all liability (including without limitation, for negligence), loss, costs and damage, arising from, or in relation to, any act or omission by you (or any entity or business that you own or control) in reliance on, or otherwise in relation or connection to, any such advice or assistance.

06.3. Your Liability. You must indemnify us against and pay on demand any and all loss, liability or costs (including third party claims for personal injury, death or tangible property damage) suffered or incurred by The Exchange and Charles Sturt University arising out of or in connection with your actions or omissions or those of the staff of your business or your Guests/ This includes, but is not limited to: negligence; fraud; unlawful conduct or willful misconduct; fraudulent or innocent misrepresentation; breach of these Terms or any Policy; and breach of any laws. In the event of any loss or damage to the Premises or property on the Premises (including equipment of other Members) caused by you or your Guests, you must pay invoices provided by The Exchange to replace or repair the lost or damaged property within 30 days of issue.

06.4. Your Business. You must comply with and ensure that your business complies with all Australian laws and regulations that govern the conduct of your business. You must not do anything, in connection with your Membership, that is illegal, that may interfere with the use of the Premises by us or by other Members and their Guests, or that may harm the reputation of The Exchange and Charles Sturt University, or that may cause loss or damage to any Parties.

06.5. Other individuals. We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

06.6. Liability for third party products or services. We do not have liability for third party products or services. The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.

06.7. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within twelve (12) months of the cause of action’s accrual.

06.8. For the avoidance of doubt, nothing in these Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

06.9. Disclaimer of warranties and implied terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

06.10. You agree to hold us harmless. You will indemnify and hold harmless the Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or any of your or their actions or omissions, and The Exchange will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the Parties, imposes any obligation upon any of the Parties or does not contain a full and unconditional release of the Parties, without our written consent. None of the Parties shall be liable for any settlement made without its prior written consent.

06.11. Cooperation. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

06.12. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

07- INSURANCES AND EQUIPMENT

07.1. Insurances. You are responsible for taking out your own insurance to cover your equipment and other property. You must comply with, and ensure that your business complies with, all of the terms and conditions of any insurance policy taken out under this Insurance clause.

07.2. Equipment. Charles Sturt University operates an entry access system to take steps to maintain the Premises in a safe or secure manner. The Exchange and Charles Sturt University do not give any representations that the Premises are safe or secure for your equipment or other property, nor that the electricity supply will not damage your equipment.

07.2.1. We are not liable for any theft, loss or damage to your equipment or other property. It is your responsibility to check that any equipment you bring onto the Premises is not faulty and is not a safety risk to other Members. We reserve the right to inspect and test any equipment you bring onto the Premises. We may prevent you from using the equipment and require you to remove it from the Premises if we decide it is necessary.

07.2.2. Co-Working members must not use any equipment in the Premises that is likely to create a noise level that is unreasonable for other Members.

07.2.3. You must not install or connect any electrical equipment on the Premises that may overload the available electricity supply or the facilities through which that supply is made available to you. Except for computers, displays, peripherals and chargers, you must not install any electrical or electronic equipment without our prior written consent. We reserve the right to withhold consent in the case of surveillance equipment, heaters and other equipment that might interfere with other Members safe use and enjoyment of the Premises.

08- GENERAL LAW

08.1. These terms and conditions supersede all prior arrangements, understandings or agreements between The Exchange and you.

08.2. We may change these terms and conditions by giving you written notice as the day on which the change will take effect and what action taken by you will be deemed to be acceptance.

08.3. A right in favour of a party under these terms and conditions can only be waived by a document signed by that party. No other act, omission or delay of that party constitutes a waiver binding, or estoppel against, us or the Mentor.

08.4. A single or partial exercise or waiver by a party of a right relating to these terms and conditions does not prevent any other exercise of that right or the exercise of any other right.

08.5. The Exchange and The Exchange Members must use reasonable efforts to do all things necessary or desirable to give full effect to these terms and conditions.

08.6. If any provisions of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.

08.7. These Terms are governed by the laws of the State of New South Wales. Each of us submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning these terms and conditions.

09- GENERAL PROVISIONS

09.1. What if some of these Terms are not enforceable? These Terms as well as our Guidelines and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

09.2. Nature of these Terms. Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business or Premises or anything contained in the Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

10- CONTACT US

10.1. If you have any questions relating to these Terms, please contact start@yourexchange.co.

Dated: 18 September 2018