BETWEEN Anyspaces Australia Pty Ltd (A.C.N: 621 947 528) (“Facilitator”); The Property owner or Manager (“Licensor”) and the entity making the booking request (“Licensee”)

RECITALS

1. The Facilitator has been appointed by the Licensor to offer the Licensed Area to the Licensee and accept payment for such licenses.
2. The Electronic Booking Form consists of the mobile application and website of the Facilitator used by the parties to describe and book specific spaces.
3. The Licensor is the owner or representative of the owner of the licensed area.
4. The Licensee is allocated a space within the licensed area on the terms and conditions set out in this agreement.
5. The Licensor has agreed to licence the Licensed Area to the Licensee on the terms and conditions contained in this agreement.

OPERATIVE PART

1. Interpretation

This agreement is governed by the laws of New South Wales Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State and Territory. 

In the interpretation of this agreement:

1. References to legislation or provisions of legislation include changes or re-enactments of  the legislation and statutory instruments and regulations issued under the legislation;
2. Words denoting the singular include the plural and vice versa, words denoting individuals  or persons include bodies corporate and vice versa, words denoting one gender include  all genders and references to documents or agreements also mean those documents or  agreements as changed, novated or replaced;
3. Grammatical forms of defined words or phrases have corresponding meanings;
4. Parties must perform their obligations on the dates and times fixed by reference to the  capital city of New South Wales;
5. Reference to an amount of money is a reference to the amount in the lawful currency of  the This deed is governed by and construed in accordance with the law for the time being in force in the state and country of the venue and each party agrees to submit to the non-exclusive jurisdiction of the courts of that place;
6. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
7. References to a party are intended to bind their heirs, executors, administrators,  successors and assigns; and
8. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.

2. Licence

1. The Licensor grants to the Licensee, and the Licensee accepts, the right to use the Licensed Areas as described in the Electronic Booking Form for the duration of the Term and at the cost in accordance with the terms and conditions set out in this Licence Agreement (“Agreement”) and the Electronic Booking Form.
2. The Parties acknowledge and agree that this Agreement is not intended to be implied, construed, or in any other way considered to constitute a retail lease. The Parties agree to make any amendments or enter into any documents, required to give effect to this clause.
3. The Licensor, in consideration of the payment of the licence fee and the continued  observance of the terms of this agreement by the Licensee, grants to the Licensee the  right to conduct the business at the risk of the licensee in the Licensed Area.
4. The Licensee agrees and acknowledges that this Licence is subject to the rights and  obligations contained in the Facilitator Agreement and that the Licensee must not do or omit to do anything which may cause the Licensor to be in breach of the Facilitator Agreement.
5. The Licensee agrees that:

(i) This is a licence only;

(ii) The right of the licensee rests in contract only;

(iii) The licensee does not have exclusive possession of the Licensed Area;

(iv) The rights created by this licence are personal to the Licensee; and

(v) This licence does not create the relationship of landlord and tenant between the parties. Any such implication or inference is expressly excluded.

3. Term

This agreement is for the term specified in the Schedule/Electronic Booking Form and thereafter continues subject to continued compliance by the Licensee with the terms of this agreement until the earlier of;

1. The End Date described in the Schedule/Electronic Booking Form;
2. Terminated in accordance with this agreement; or
3. One calendar day prior to the termination or expiry of the Facilitator Agreement;

4. Licensed Area

1. The Licensee may use the Licensed Area for the purposes of promoting its products  and services that have been approved by the Facilitator and the Licensor.
2. The Licensee accepts the Licensed Area in the present condition and subject to all  faults and/or defects.
3. The Licensee is only entitled to use the Licensed Area as approved by the Licensor,  and the Licensee agrees that it must, at all times, comply with;
   1.  The specifications and terms listed in the Electronic booking form;
   2.  The rules of the Property; and
   3.  The Facilitator’s and/or Licensor’s directions which may change from time to time.
4. The Facilitator and the Licensor do not warrant that the Premises is suitable for the  Licensee’s use. The Licensee agrees and acknowledges it must make and rely on its  own enquiries and indemnifies and holds harmless the Facilitator and the Licensor  from all claims, costs, losses and damages suffered by the Facilitator and/or  Licensor.

5. Licensee Obligations

The Licensee acknowledges and agrees that it must, at all times and in addition to the guidelines here and in the Electronic Booking Form;

1. Comply with the promoter guidelines, which are displayed here at all times during the Term.
2. Keep the Licensed Area in a clean, tidy, secure and otherwise satisfactory appearance during the Term;
3. Comply with the directions and instructions of the Facilitator and/or the Licensor;
4. Undertake its business activities in the Licensed Area in a professional manner that is consistent with the reputation of the Property; comply with the rules of the Property at all times and ensure that it does not:
   1. interfere with the operation of any businesses within the Property; and/or
   2. offend, cause a nuisance or annoy any other tenant or customer of the Property,
5. Comply with all applicable legislation and the directions of all authorities;
6. Upon request by the Facilitator or Licensor, complete any certificates required by law;
7. Provide current, accurate and up-to-date information to the Facilitator and/or Licensor; and
8. Take out and maintain, for the duration of the Term, a public liability insurance policy in the amount required by the Licensor of $20,000,000 with a reputable insurance provider. The Licensee agrees to give the Facilitator or Licensor a copy of the insurance certificate confirming this prior to the Start Date or as requested from time to time.
9. The Licensee must hold and maintain permits and approvals required to conduct its business or services and must provide evidence to the Facilitator and/or  Licensor.
10. The Licensee must strictly adhere to the obligations and comply with the rules required by any documents uploaded in the booking portal by the Facilitator or Licensor.

6. Fees and Payments

1. Deposit: The venue may request a deposit of any amount to secure the booking prior to the Start Date. The venue may request a 10% deposit for a booking that occurs more than four (4) consecutive weeks prior to the Start Date, in which event, the Licensee:
   1. agrees to pay the Deposit; and
   2. acknowledges that the Deposit is nonrefundable.
2. Licence Fee: The Licensee agrees to pay the Facilitator the License Fee as described in the Electronic Booking Form in consideration for the License. The Licensee acknowledges that there may be, depending on the Property, additional fees payable by the Licensee, in which case:
   1. such fees will be disclosed to the Licensee in the Electronic Booking Form Term Sheet; and
   2. the Licensee agrees to pay such fees to the Facilitator, in addition to the License Fee.
3. All amounts payable under this Agreement are in the currency listed by the Venue.
4. Payment:
   1. after receiving an itemised invoice from the Facilitator (the Invoice), the Licensee will pay the Facilitator the Fees by the due date set out in the Invoice, via electronic funds transfer.
   2. in the event that the Licensee wishes to pay the Fees using a debit or credit card, then they acknowledge and agree that a further surcharge may be payable.
5. Application of Payments: The Facilitator or Licensor may, in its absolute discretion, apply or set off any payments received from the Licensee towards any past indebtedness of the Licensee.
6. Late Payments: In the event that the Licensee fails to pay an amount that is due under this Agreement by the date specified, then the Licensee acknowledges and agrees:
   1. that the Facilitator and Licensor will be entitled to claim interest from the Licensee at the rate of 12% per annum, calculated daily between the date when the payment was due and the date when it is received in cleared funds; and
   2. that the Licensee may be liable to pay an administration cost of 150 AUD per day; and/or
   3. that the Facilitator or Licensor may terminate the Licence in accordance with clause 13 herein.
7. Date Change Fees: In the event that the Licensee wishes to vary the dates of the booking, the Licensee agrees to pay a date change fee of 150 AUD, subject to clause 18 herein and approval from the Licensor and/or Facilitator.
8. The Licensee agrees that if the booking is not checked out and removed from the licensed area on the termination start date the booking will be rolled over and the Licensee is liable for further payments and possible damages.
9. Notwithstanding any other provisions of this agreement, all payments to be made in connection with this agreement are stated exclusive of Good and Services Tax (GST) as defined by A New Tax System (Goods and Services Tax) Act 1999. To the extent that any such payment is the consideration for a taxable supply, the Licensee must pay an  additional amount equal to that payment multiplied by GST rate purportedly applying at the time of the supply.

7. Assignment

1. The Facilitator or Licensor may, in its sole discretion, undertake an assignment,  novation, merger or acquisition to or with a third party in relation to all or any part of its rights, interests, obligations and/or liabilities under this Agreement.
2. The Licensee cannot assign, sub-license or otherwise deal with this licence without  the Facilitator and Licensor’s written consent which may be granted or withheld at the licensor’s absolute discretion.

8. Premises

The Licensee has been provided with a copy of the Rules/By-Laws of the premises and agrees  to comply in all respects and to indemnify the licensor against any loss for any breach of the terms of this agreement.

9. Conduct of the business

1. The Licensee must run the business in a business-like, friendly and efficient manner.
2. The Licensee is solely responsible for the use, supervision, management and control of  the licensed property and must ensure that they are protected at all times from access,  use or misuse, damage or destruction by unauthorised persons.

10. Insurance

The Licensee must maintain public liability insurance and such other insurance as is required  under the terms of this agreement or as is reasonably required by the licensor.

11. Risk

The risk of the business lies with the Licensee and the Facilitator and/or the Licensor is not  liable for any loss, damage or injury, however, caused that the Licensee its agents, employees,  licensees, invitees or clients may suffer through the conduct of the business or use of the  Licensed Area and indemnifies the facilitator and the Licensor against liability for any such loss,  damage or injury. 

12. Operating expenses

The Licensee may pay for all its consumables including but not limited to telephone, electricity,  gas, and excess water and waste removal.

13. Default and Termination

1. In the event that the Licensee breaches the terms of this agreement and, where such breaches are capable of rectification, fails to rectify them after a written notice to do so, then the facilitator or the Licensor may terminate this agreement;
2. On termination:
   1. the Licensee must vacate the premises leaving them in a state of repair  commensurate with their condition at the commencement of this  agreement, fair wear and tear excepted;
   2. any fixtures, fittings, and plant and equipment belonging to the Licensee that have not been removed by the date of termination become the property of the licensor and may be disposed of as the licensor deems fit in the licensor’s absolute discretion;
   3. the licensee must transfer the business name back to the licensor and  discontinue trading under that name;
   4. stock must be valued at cost and an adjusting amount paid by one party to the other to reflect the change in the value of the stock since the commencement of the licence; and
   5. the licensee must pay any money owing and comply with any other  requirements under this licence agreement of the premises and must  make good any damage to the plant and equipment fixtures and fittings belonging to the licensor.
3. The Licensee may end this agreement by notifying the Facilitator in writing. The  Licensee must pay the total Licence Fee unless otherwise agreed by the Facilitator  and Licensor in writing.
4. The Licensee indemnifies the licensor against all loss, damage and injury suffered as a result of the breaches and termination, and appoints the licensor as attorney for the Licensee to sign all documents and do all things necessary for the licensor to recover the business and mitigate losses.

14. Intellectual Property

1. Nothing in this Agreement is intended to be construed as granting the Licensee any goodwill or ownership rights in the Intellectual property of the Facilitator (the Intellectual Property).
2. The Intellectual Property is the exclusive property of the Facilitator and as such all goodwill accrued in relation to the Intellectual Property accrues to the exclusive benefit of the Facilitator.
3. The Licensee shall keep the contents of this Agreement confidential and not disclose it to a third party without the Facilitator’s and Licensor’s consent.
4. The Licensee must not mislead, deceive, or make disparaging remarks to the public or any other entity in relation to the Facilitator or Licensor, and in this regard, the Licensee agrees to indemnify the Facilitator or Licensor in relation to any claims, demands, proceedings, losses, damages and expenses which the Facilitator or Licensor may sustain as a result of a breach of this clause.

15. Guarantee, Liability, Warranties and Indemnities

1. Limitation of Warranties and Liability
   1. The provisions of various statutes, rules, and regulations in force from time to time, which apply to this Agreement, may not, or may not except to a limited extent, be varied, modified or excluded. To the extent that it is not lawful to vary, modify or exclude them they shall, but only to the extent required by law, form part of this Agreement.
   2. This Agreement contains certain express terms and warranties. To the extent permitted by law, there are no other terms, warranties or conditions, whether statutory, express, implied, collateral or otherwise, and such terms, warranties or conditions are hereby expressly excluded to the extent permitted by law.
   3. In no event shall the Facilitator or Licensor or its respective affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors or assigns, as such, be liable to the Licensee or anyone claiming under or through the Licensee, for any punitive, exemplary, incidental, indirect, or special damages, or consequential loss, based on, arising out of or in connection with this Agreement, or any matter relating to this Agreement, or error in information (whether negligent or not) supplied before or after the date of this Agreement in connection with its subject matter, whether based on contract, tort (including but without limitation negligence), or any other legal or equitable grounds, even if the Party knew or ought to have known of the possibility of such damages or consequential loss. ‘Consequential loss’ shall include but not be limited to loss or profits, interest revenue, use, or goodwill (or similar financial loss), loss of data, business interruption, or payments made or due to any third party. The Licensee hereby releases and forever discharges the Facilitator and Licensor from and against all liability, claims, losses or damages arising in relation to the Licensor’s breach of this Agreement.
   4. Any liability of the Facilitator or Licensor or its respective affiliates, partners, officers, employees, directors, agents, contractors,  representatives,  successors or assigns, as such, for and all losses including without limitation,  causes of action and claims based upon breach of contract, tort (including but not limited to negligence), breach of warranty, or any other legal or equitable grounds, under, based on, arising out of or in connection with this Agreement, or any matter relating to this Agreement, or for error of information supplied before or after the date of this agreement in connection with its subject matter, shall not exceed in total the amount of fees paid by the Licensee during the consecutive twelve-month period immediately preceding the occurrence of the first such event giving rise to such liability.
2. Guarantee and Indemnity: The Licensee agrees to indemnify the Facilitator and/or the Licensor and its agents, directors, and employees from all claims, demands, losses, damages, proceedings, compensation, costs, charges, expenses and liabilities:
   1. which may arise in respect of any accident, loss or damage to property or death of or injury to any person of whatever nature or kind in relation to the Licensed Area and/or the Property, including caused by any person or by the Licensee;
   2. for which the Licensee may be or become liable whether during or after the Term in respect of or directly or indirectly arising from any loss, damage or injury caused by the neglect or default of the Facilitator or the Licensor or its agents, employees, contractors or directors to fully, duly, punctually and properly to pay, observe and perform any of its obligations, covenants, terms and conditions contained in this Agreement;
   3. arising from the Licensee’s breach of this Agreement; and/or
   4. arising from, or in connection with, the Licensee’s use and/or occupation of the Licensed Area and/or Property.

16. Notices

A notice or other communication to a party must be in writing and delivered to that party or  that party’s practitioner in one of the following ways:

1. Delivered personally; or
2. Posted to their address when it will be treated as having been received on the second  business day after posting; or
3. Sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.

17. Counterparts

This agreement may be executed in any number of counterparts each of which will be an  original but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.

18. General Provisions

1. Waiver: The Parties agree that a failure by a Party to enforce any provisions of this Agreement shall not operate as a waiver of that Party’s rights in relation to the enforcement of those provisions.
2. Severability: If anything in this Agreement is deemed to be unenforceable, illegal or void, then it is severed and leaves intact all other non-severable parts of this Agreement, which remain in full force.
3. Force Majeure: The Licensor shall not be in default of this Agreement due to any failure or delay in the performance of any obligations if that failure or delay is due to any cause which is beyond the reasonable control of the Facilitator or Licensor and furthermore is not due to the Facilitator’s or Licensor’s fault or negligence, which causes shall include, without limitation: storms, floods, other acts of nature, fires, explosions, epidemics, pandemics, riots, war or civil disturbance, strikes or other labour unrests, embargoes and other governmental actions or regulations that would prohibit the Facilitator or Licensor from performing its obligations under this Agreement.
4. Survival of Clauses upon Termination: The expiration or termination of this Agreement does not operate to terminate or extinguish any of the continuing obligations under this Agreement and those obligations remain in full force and effect and are binding upon the Parties.
5. Time of the Essence: Time is of the essence in this Agreement unless it is agreed to otherwise by the Parties.
6. Modifications
   1. in the event that either Party wishes to modify the terms of the Licence, they must notify the other Party in writing.
   2. the Facilitator or Licensor may modify any term of the Licence at any time in their absolute discretion.
   3. if the Licensee requests a modification to this Agreement, the Facilitator and/or the Licensor will be entitled to either:
      1. confirm the modification, in which event the Licensee acknowledges that different Fees may be payable (including an administrative fee of 150 AUD); or
      2. terminate the Licence, in which event the Licensor shall not be liable in any way to the Licensee and the Licensee shall be liable for part or whole of the Fees, as specified in clause 6(b), depending on the timing of such termination.

APPENDIX A: SET-UP INFORMATION

The Licensee agrees to comply with the following specifications and/or obligations in relation to the campaign information (the set-up):

1. The provision of the set-up is the sole responsibility of the Licensee.
2. The final design and construction of the set-up are subject to the Facilitator’s or
3. Licensor’s approval and/or the event organiser’s. If any changes are required to be made to the set-up, then the Licensee shall carry these out, at its own cost, prior to the Commencement Date.
4. Any alterations to the set-up are subject to the Facilitator’s or Licensor’s prior written approval.
5. The set-up must be professionally branded with the Licensee’s own trademarks and/or trade names and signs that the Facilitator or Licensor deems as professional.
6. The set-up must be constructed of non-combustible materials.  The Licensee may be requested to provide the Licensor with a copy of the said fire certificate prior to the Commencement Date. Should the Licensee fail to produce a valid fire certificate in accordance with this paragraph, then the Facilitator and Licensor reserve the right to terminate this Agreement and cancel the booking with immediate effect and claim (or retain) the full Licence Fees payable by the  Licensee.
7. The set-up must be in accordance with the dimensions advised to the Licensee by the Facilitator or Licensor in the Electronic Booking Form, but in any event, must not exceed the dimensions of the specified site.
8. Any electrical work connected with the set-up shall comply with all applicable local electrical standards and be approved by an appropriately certified and qualified electrician. The Licensee may be requested to provide a certification from such an electrician verifying that status prior to the Commencement Date. Should the Licensee fail to produce such certification, then the Facilitator and Licensor reserve the right to terminate this Agreement and cancel the booking with immediate effect, and claim (or retain) the full Licence Fees payable by the Licensee.
9. The Licensee agrees to staff the space at all times during the opening hours of the Venue, with suitably qualified and presentable personnel. The Licensee is permitted two personnel only to work at the space unless otherwise agreed in writing. Where the Licensee’s personnel are not suitably attired and/or do not behave in a responsible manner, then the Facilitator or the Licensor reserves the right to expel the Licensee’s personnel from the event. Licensee also acknowledges and accepts that the event organiser may also issue rules and guidelines that must be adhered to by all bookers, and the Licensee hereby agrees to abide by those rules and guidelines.
10. Where the Licensee’s set-up involves the sale, supply and/or promotion of food and/or drink, then the Licensee must also provide a certificate from the Department of Health or other appropriate local government authority in the appropriate form verifying that government standards are being met. Where the Licensee fails to produce such certification, then the Facilitator and the Licensor reserve the right to terminate this Agreement and cancel the booking with immediate effect, and claim (or retain) the full Licensee Fees payable by the Licensee.
11. The Licensee also agrees to provide the Facilitator or Licensor with a suitable digital image of the Licensee’s proposed set-up no less than three (3) days prior to the Commencement Date. Where the Facilitator or Licensor reasonably considers that the design of the Licensee’s set-up is inappropriate for any reason, then the Licensee shall amend/alter their promotional trade set-up accordingly within one (1) day of such notice.
12. Upon the expiration date of the Licence Agreement, the Licensee agrees to remove its set-up in accordance with the Facilitator’s or Licensor’s instructions and must ensure that the Licensed Area of the set-up is clean and returned to its original condition. Where the Licensee fails to do so, then the Licensee shall be liable to pay additional Licence Fees as advised by the Facilitator or Licensor.
13. The Facilitator and Licensor reserve the right to amend the above specifications and/or obligations upon giving the Licensee reasonable notice.