Short-Term Room Hire
Terms & Conditions
Good Hub – Conditions of Licence Agreement /Short-Term Room Hire 98-100 Goodwood Road Pty Ltd as trustee of the 98-100 Goodwood Road Trust trading as ‘Good Hub’, or ‘we’, ‘us’, ‘our’, currently operates a bespoke space designed to foster co-working of individual tenants.
While many tenants of Good Hub are engaged in long-term lease agreements, we also accommodate for short-term room/space hire through non-exclusive licences. We understand that entering into a long-term lease can be a big decision and commitment, and that’s why our licences accommodate room/space for short-term durations, and on daily rates. All of the terms (including fees and licensee obligations) of a Good Hub licence to occupy are documented in our Licence Agreement, which can be found below.
We note that, in accordance with the terms of the Licence Agreement:
● all applicable fees in connection with a short-term room/space hire are to be paid in advance;
● should you choose to ‘agree’ to our Licence Agreement, you are entering into a legally binding arrangement and you agree to occupy the room/space on the terms set out in the Licence Agreement;
● you must ensure that each person who may occupy the room/space with you is aware of and complies with the terms of our Licence Agreement;
● you agree that your occupation of a room/space is by way of a licence granted to you by the controller of Good Hub, which entitles you to non-exclusive occupation of that room/space for the duration of the term (as agreed in the Licence Agreement);
● you agree to vacate the room/space at the end of your short-term hire with us otherwise in accordance with the terms of the Licence Agreement.
Introduction
A. The Licensee wishes to occupy the Licenced Premises on a non-exclusive basis for the Term and on the terms of this Agreement.
B. The Licensor wishes to permit the Licensee to occupy the Licenced Premises on a non-exclusive basis for the Term and on the terms of this Agreement.
C. The Licensor and the Licensee seek to document the terms of the licence by entering into this Agreement.
Part 1 - Commercial Terms
1. Effect of introduction
The introduction is correct and forms part of this Agreement.
2. Entire contract
This Agreement and the above Conditions of Licence Agreement /Short-Term Room Hire together record the entire contract between the parties as to its subject matter.
3. Licensor’s Obligations
3.1 On the terms of this Agreement, the Licensor agrees to:
3.1.1 grant non-exclusive access and occupancy of the Licenced Premises to the Licensee for the Permitted Use for the period commencing at the Commencement Time and expiring at the Expiry Time (‘Term’).
3.1.2 accept payment of the License Fee in consideration of the grant referred to in clause 3.1.1;
3.1.3 share the Licenced Premises with the Licensee and other occupants of the Licenced Premises and in good faith and on an as needs basis; and
3.1.4 supply the Amenities during the Term to the Licensee.
4. Licensee’s Obligations
4.1 On the terms of this Agreement, the Licensee agrees to:
4.1.1 pay the Daily License Fee in advance of occupying the Licenced Premises to the Licensor in cleared funds in a manner approved by the Licensor or advised via the Booking System;
4.1.2 share the Licenced Premises with the Licensor and any other occupants of the Licenced Premises in good faith, including respecting the exclusive rights of possession of any lessees to any portion of the Land;
4.1.3 maintain the Licenced Premises, the Amenities and any other goods, facilities, or equipment used by or provided to the Licensee pursuant to this Agreement in good condition and not to damage or mistreat the same;
4.1.4 not make any alterations or additions or install heavy equipment in or on the Licenced Premises or any part of the Land without the written consent of the Licensor; and
4.1.5 comply with the Rules, Conditions and Regulations in Annexure C, to the extent that the Licensee can comply, at all times and as if the Licensee were a lessee of the Licenced Premises.
5. Special Conditions
Any special conditions expressed and listed in Item 1 of Annexure A apply notwithstanding any other provision of this Agreement to the contrary.
6. Term & Renewal of Licence
6.1 Provided this Agreement is not terminated early in accordance with clause 7, the Licensee will have an option to renew the terms of this Agreement on an as needs basis subject to accepting the terms of this Agreement each time it occupies the
Licenced Premises and subject to completing the requirement of the Booking System.
6.2 Exercise of the option of renewal under clause 6.1 shall be subject to a review of the Daily Licence Fee to be agreed in writing between the Licensor and the Licensee.
7. Termination
7.1 At any time during the Term or following the Expiry Time, either the Licensor or Licensee may terminate this Agreement by providing written notice to the other party, and the Licensee shall yield up the Licenced Premises in the same condition as
provided by the Licensor, notwithstanding fair wear and tear.
7.2 The Licensor may terminate this Agreement by written notice in the event that the Licensee fails to rectify any breach or default in the due and punctual observance and performance of any of its covenants and obligations under this Agreement.
7.3 The Licensee will be responsible for the Licensor’s costs in recovering any monies owed pursuant to this Agreement.
7.4 Upon termination of this Agreement, the Licensee must promptly and peacefully cease to occupy the Licenced Premises and leave it in the condition and state of repair as at the Commencement Time (fair wear and tear excluded) and at the same time hand
over all keys and access cards (where applicable).
7.5 The Licensee must remove its possessions from the Licenced Premises and any damage or defacement occasioned in the course of such removal must be remedied by the Licensee immediately and at their own expense. If it fails to do so the Licensor
may do so at the Licensee’s expense.
7.6 Where the Licensee abandons any of its fixtures, fittings, plant, equipment, goods, or other property on the Land after the expiry or earlier termination of this Agreement (‘Abandoned Property’), the Licensor shall not accept any liability for any loss caused to the Licensee or any other person as a result of the Abandoned Property.
8. Indemnity
8.1 With the exception of gross negligence or wilful misconduct directly caused by the Licensor or its agents, the Licensee must expressly indemnify the Licensor, its employees, caretakers, cleaners, agents or invitees, against any theft or loss from the
Licenced Premises or the Land or damage to the Licenced Premises or the Land and its contents attributable to the Licensee, howsoever occurring.
8.2 The Licensee indemnifies and holds the Licensor harmless against all claims or allegations by any person against the Licensor or a person for whom the Licensor is responsible in respect of personal injury, illness or death or loss of or damage to any property or infringement of any right directly or indirectly caused by or in connection with any act or omission of the Licensee or any breach of the Licensee’s obligations under this Agreement, the storage and the delivery of the Licensee’s property and the Licensee’s entry and use of the Licenced Premises and right to access the Land.
9. Inconsistency
9.1 The terms of this Agreement are complimentary to any associated laws, rules, regulations or by-laws which may govern the parties in connection with its subject matter.
9.2 To the extent the terms of this Agreement offend or are inconsistent with any associated laws, rules, regulations or by-laws, this terms of this Agreement should be read down as necessary to resolve such inconsistency.
Part 2 - Standard Terms
10. Other acts
Each party must, at their expense:
10.1 use their best efforts to promptly do all things reasonably necessary to give full effect to this Agreement; and
10.2 maintain all consents, approvals and authorities necessary for any party to perform their obligations under this Agreement.
11. Costs
11.1 Each party must bear their own costs in relation to the negotiation, preparation and execution of this Agreement.
12. Governing law
The laws in South Australia govern this Agreement. The parties submit to the exclusive jurisdiction of the Courts of South Australia and the Federal Court of Australia (Adelaide Registry).
13. Payments
13.1 Unless stated otherwise, a reference to money means Australian currency.
13.2 Unless stated otherwise, payments must be made without set off or deduction.
13.3 Payments must be made in the manner nominated by the payee.
13.4 The payee may, at its option, apply money received from a payer against any money then due by the payer to the payee.
13.5 The amount payable for any taxable supply in connection with this Agreement excludes GST and must be increased by the rate of GST imposed by law. A party making a taxable supply must give a tax invoice at the time payment is received. If that is not practicable, it must be given within five business days of receiving payment. Terms used in this clause 13.5 have the meanings given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
14. Assignment and change in control
The rights and obligations under this Agreement are personal and the Licensee cannot assign, transfer or use as collateral any rights or obligations arising in connection with this Agreement to any third party or hold them on trust for any such party.
15. Trustee
A party that is a trustee is bound by this Agreement both personally and in its capacity as a trustee.
Part 3 - Interpretation
16. Rules of interpretation
16.1 Any provision of this Agreement must be read down to any extent necessary to be valid. If that is not possible, it must be severed. All other provisions of this Agreement are unaffected.
16.2 A provision of this Agreement must not be construed to the disadvantage of a party because that party was responsible for including that provision and/or that provision benefits that party.
16.3 Headings are for convenience and do not affect the interpretation of this Agreement.
17. Dictionary
In this Agreement, unless the contrary intention appears:
17.1 ‘Agreement’ means this agreement and its Annexures;
17.2 ‘Amenities’ means the items listed in Annexure A;
17.3 ‘Booking System’ means the system which will be accessed by the Licensee to arrange the booking of the Licenced Premises. The Booking System will determine details such as the Commencement Time, Expiry Time, Daily Licence Fee and the Licenced Premises;
17.4 ‘Commencement Time’ means the date and time you access the Licenced Premises on the terms of this Agreement;
17.5 ‘Licence Fee’ means the fee (exclusive of GST), as determined by the Booking System or as otherwise agreed to by the parties in writing specific to the Licenced Premises and to be paid by the Licensee to the Licensor on the terms of this Agreement which the Licensor may adjust in its discretion, on a pro-rata basis, if the Licenced Premises is occupied for a period of less than one full day;
17.6 ‘Expiry Time’ means the date and time after the Commencement Time, as determined via the Booking System, if not terminated earlier in accordance with clause 7 of this Agreement;
17.7 ‘GST’ means the goods and service tax payable under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related legislation or regulations;
17.8 ‘Land’ means the whole of the land comprised in Certificate of Title Register Book Volume 5963 Folio 451;
17.9 ‘Permitted Use’ means the use of the Licenced Premises as consented to by the Licensor or as otherwise agreed in writing by the Licensor from time to time;
17.10 ‘Licenced Premises’ means the portion of the land comprised in Certificate of Title Register Book Volume 5963 Folio 451 more commonly known as 98-100 Goodwood Road, Goodwood, South Australia, 5034 as agreed upon by the Licensor and Licensee within the area on the plan in Annexure B, as determined by the Booking System; and
17.11 ‘Term’ is as defined in clause 3.1.1.
Part 4 - Execution
18. Execution
18.1 This Agreement (and any other document contemplated by this Agreement) may be signed in counterparts. Each counterpart is taken to be an original. All counterparts together constitute one agreement. A signed counterpart may be delivered by facsimile.
18.2 A person entering into this Agreement on behalf of a party warrants that they have authority to bind that party for that purpose.
18.3 This Agreement is executed as an agreement.
Annexure A
Amenities
Item Details of Special Conditions
1. Not applicable Item Details of Amenities
2. As advised on the online Booking System.
Annexure B
Rules, Conditions & Regulations
General
1. These rules apply uniformly over the Land, being the co-working space known as ‘Good Hub’.
2. Persons using the Land will not:
2.1 obstruct or permit the obstruction of the pavements, entrances, arcades, vestibules, corridors, passages, halls, fire doors or escape doors on or about the Licenced Premises, or use any of them for any purpose other than that for which they were constructed or provided;
2.2 cover or obstruct the floors, skylights, glazed panels, ventilations, or windows which reflect or emit light or air into passageways or any other part of the Licenced Premises or cover or obstruct any light or other means of illumination on
the Licenced Premises, or permit any goods, structure, shelving or fitting to be visible through the glass or any corridor or dividing partition;
2.3 play any musical instrument or musical/audio device in or about the Licenced Premises except with the prior written consent of the Licensor;
2.4 throw or drop anything down any passage, or stairway, or deposit waste paper or rubbish anywhere except in proper receptacles or place upon any sill, ledge or other like part of the Licenced Premises any article or substance;
2.5 leave any used and/or dirty dishes unclean and must ensure all used and/or dirty dishes are either:
2.5.1 cleaned entirely to a reasonable standard and put back away from where it/they were taken; or
2.5.2 placed in a dishwasher to be cleaned;
2.6 leave any used and/or dirty tea towels unclean and must place used and/or dirty tea towels in the waste basket behind a/the recycling bin;
2.7 use, permit or suffer to be used any method of lighting, cooling or heating other than as supplied by the Licensor or under special agreement made with the Licensor for the purpose;
2.8 burn any rubbish or waste on the Land at any time;
2.9 except as authorised by the Licensor, enter or go up on the roof or any plant room or any other part of the Licenced Premises other than the common area except in the case of an emergency;
2.10 offer or provide other users of the Licenced Premises with unsolicited or unauthorised offers of goods and services, promotional material, junk mail, spam or chain letters;
2.11 act in a manner that a reasonable person would consider to be offensive to other users of the Licenced Premises;
2.12 act in a manner that disrupts or distracts other users of the Licenced Premises;
2.13 by any act or omission, imply or allow to be inferred, the belief that they represent any of the other users of the Licenced Premises, or their businesses, without proper authority to do so;
2.14 bring, or allow to be on the Licenced Premises, animals (including pets);
2.15 move or rearrange fixtures, fittings, or furniture on the Licenced Premises;
2.16 leave the kitchen or other communal facilities in an untidy, unkept, or unclean state;
2.17 permit visitors for any purpose other than business in its ordinary course; or
2.18 permit visitors or invitees onto the Licenced Premises:
2.18.1 outside of generally accepted business hours; or
2.18.2 to use the Common Areas, other than for passage.
3. The obligations on the Licensee under clause 2 apply to any person under the Licensee’s control, or who the Licensee allows onto the Licenced Premises.
4. If a civil defence, fire or other administrative drill is conducted on the Licenced Premises at any time, each occupier must co-operate fully in regard to the planning and control of and participation in the exercise and procedure and each occupier must supply the Licensor with the names of the persons responsible for carrying out the duties of civil defence planner organiser warden co-ordinator and fire officer in relation to the relevant Licenced Premises and of the person responsible on each floor level of the Licenced Premises.
5. The Licensor may close the doors of any building on the Licenced Premises and make inoperative the lifts or escalators (if any) in the event of any civil disturbance.
6. Smoking in or on the Licenced Premises is prohibited.
7. The Licensee will leave all Common Areas clean, tidy and free of the Licensee’s personal belongings at all times, and shall not conduct the Permitted Use from any Common Area.
8. - This section has been intentionally deleted
9. This section has been intentionally deleted
10. The Licensee will not erect or affix any signage, posters, or other material without the prior written consent of the Licensor.
11. Delivery or movement of any goods, wares, merchandise or other articles of bulk or quantity in the common area are only permitted provided:
11.1 it is performed quietly and without disturbing others;
11.2 no ‘hard wheel’ stack trucks are used over the timber floors (air filled rubber tyres are allowed provided they are clean);
11.3 the ‘keepers’ on the double doors in the main hallway are not damaged by undue force being applied; and
11.4 the ‘keepers’ are only used when moving large or bulky items through the double doors.
12. The Licensee will not use any car parking area, which are provided by the Licensor for non-exclusive use by the Licensee, for any purpose other than the parking of a motor vehicle, but should utilise street parking generally so that the parks remain free for clients.
13. The Licensor remains at the discretion to suspend or restrict access to the Licenced Premises and/or car parking area.
14. Spring water provided by the Licensor to the Licensee shall be used in moderation by the Licensee and their clients and shall not be used to fill up large ‘water wells’ or water bottles.
15. Should the Licensee have any problems or concerns with these Rules, Conditions and Regulations, or otherwise the terms of the Licence, those problems or concerns must be addressed to the Licensor directly and privately.
Liability and representations
16. The Licensee must obtain and maintain their own insurance policy coverage for public liability and contents as the Licensor does not have insurance to cover the Licensee’s personal belongings.
17. The Licensee agrees that any employee or contractor of the Licensor is not permitted to make any representation or give any warranty or assurance on behalf of the Licensor.
18. The Licensor makes no warranty:
18.1 the Premises is suitable for the Licensees Permitted Use;
18.2 it has a responsibility to host group or industry meetings on the Land or assist in any way in connection with the marketing of the Licensee, its business or its industry; and
18.3 it will control or limit the tenancy mix of those with tenancies or rights to occupy any portion on the Land, at any time (for the avoidance of doubt the Licensor has the right to tenant or licence portions of the Land to third parties as it sees fit and
in its sole discretion and will not be restricted as to the composition of any tenancy mix).
19. The Lessor does not guarantee that the Lessee will have a completely silent working environment having regard to the other invitees and tenants on the Land. Given the number of tenancies and co-working nature of the Premises there will be, from time to
time, a level of reasonable background noise in the Premises.
20. The Licensor does not guarantee that the Licensee will have uninterrupted access to the internet or that any internet connection provided by the Licensor will meet any minimum speed or bandwidth requirements of the Licensee.
21. Internet provided by the Licensor to the Licensee shall not be used by the Licensee in such a manner that is illegal, or unfairly affects the ability of other users to use the same.
22. The Licensee and any guests of the Licensee shall use and occupy the Licenced Premises at their own risk.
23. The Licensor reserves the right to remove the Licensee’s guests from the Licenced Premises at its sole discretion.
24. To the maximum extent permitted by law, the Licensor disclaims, and the Licensee agrees to release the Licensor, its officers, affiliates, representatives, contractors, employees and related entities from, all liability for any loss or damage (including, but not limited to, special, indirect, punitive, consequential loss or damage, loss of profits or loss of data), howsoever arising directly or indirectly in connection with:
24.1 the Licenced Premises; or
24.2 the Licensee’s use of the Licenced Premises.
Privacy
25. The Licensor will only disclose the Licensee’s personal information to any person it is required to by law, or to any contractor engaged by the Licensor to collect monies from the Licensee under this Licence.
26. The Licensor will use its best endeavours to keep the Licensee’s personal information secure.
27. The Licensee acknowledges that there are CCTV cameras recording footage in the Licenced Premises and car parking area. CCTV monitors activity in these areas for safety and security.
28. The Licensor may provide recorded footage from CCTV equipment to any authority to assist with any enquiry made by that authority.
Air Conditioning
29. This rule 29 applies to each Licensee which occupies any of the named or described ‘Consult Rooms numbered 1-3 & 10-20 & 24-25 (inclusive and as defined on the Plan in Annexure B) as their Licensed Premises. The air-conditioning for Consult Rooms 1-3 & 10-20,& 24-25 inclusive are operated by three shared units which are controlled by zone controllers located in the Common Areas (‘Zone Controller’).
29.1 In all circumstances where the Licensee to which this Rule 29 applies opens a skylight, window or external door in the Licenced Premises (i.e. their consult room), the Licensee must use the Zone Controller to isolate their consult room to the ‘off’ position.
29.2 Air conditioning units can be turned on at any time and will automatically turn off at 6:00pm. It is incumbent on the Licensee to which this Rule 29 applies to turn the air conditioner back on if they wish it to remain on in the Licenced Premises after 6.00pm.
30. Consult rooms 4-9 & 21-22, corner shop and Metta Sol (as defined on the Plan in Annexure B) all have their own individual air conditioning units and are solely responsible for the operation of their own individual air conditioning units. These units are not allowed to operate with any external doors or windows open.
Cleaning & Cleanliness
31. The Licensee must be aware that:
31.1 a general cleaning cupboard is opposite ‘Consult 12’ (as depicted under the Plan in Annexure B), the key to which is located on a white tag in the kitchen cutlery drawer (‘Cleaning Cupboard’);
31.2 the Cleaning Cupboard contains a vacuum cleaner, dustpan, mop and bucket, floor detergents, bulk packs of toilet, paper towel and other stock, and a spray mop to be used for timber floors; and
31.3 there are cleaning products such as dishwashing detergents, sponges, cloths, cleaning sprays and bin liners in the drawer below the microwave, and tea towels placed in the drawer below the cutlery, but that these communal cleaning products and equipment are not to be used for cleaning consult rooms.
32. The Licensee must also be aware that:
32.1 toilet paper rolls and paper hand towels are kept on the right-hand side kitchen cupboard, and the key to open the stainless-steel cover is kept in the second drawer of the kitchen (below the cutlery drawer);
32.2 the Licensee can change toilet paper rolls and/or paper hand towels over themselves (removing the clear plastic from the paper hand towels) or contact the Licensor to change toilet paper rolls over if necessary; and
32.3 the Licensee must contact the Licensor to change the foam soap solution dispenser(s).
Alarm & Access
33. With the exceptions of consult rooms 4, 13, 14, 17 & 22, it is the responsibility of the Licensee to instruct their clients, invitees or visitors to enter the building in which the Premises is located by way of the main entrance door situated in the corner of the rear car park (off Railway Terrace). Located at the main door is an intercom/ directory system which should be used by the clients, invitees or visitors of the Licensee to contact the Licensee and notify them of their arrival. The Licensee should notify any clients, invitees or visitors of the above instructions and their phone number by way of an appropriate method of communication (i.e. email or text message) so that they can comply with the above.
34. For consult rooms 4, 13, 14, 17 & 22, the Licensee can allow clients, invitees or visitors entry onto the Land and/or Licenced Premises through any of their respective veranda doors, but the external doors of the Licenced Premises must remain locked at all times and only be opened to facilitate entry and exit of those persons.
35. The Licensor shall provide to the Licensee a unique security code to activate and deactivate the alarm at the Licenced Premises. The Licensee must not share this code with any other person without the prior written consent of the Licensor.
36. Each time the Licensee comes and goes from the Land, it must arm and/or disarm the alarm system, irrespective of whether the building is occupied or not and sign in and sign out on the board.
36.1 If the Licensee operates a/the business from the Licenced Premises known as ‘Body Institute’ or ‘Metta Sol’ it shall also arm and/or disarm its own shop areas.
37. The Licensee must adhere to all directions given by the Licensor in arming and disarming the alarm system including, but not limited to, following the ‘Alarm User Instructions’ document provided by the Licensor to the Licensee.
38. The Licensee must adhere to all directions given by the Licensor in using the intercom system including, but not limited to, following the ‘Intercom User Instructions’ document provided by the Licensor to the Licensee.
Sign-out
39. The Licensee shall be provided a ‘colour code’ by the Licensor which shall be used in connection with sign in and sign out procedures.
40. If the Licensee is the last tenant on the Land to exit their ‘colour coded area’, they are required to turn off the main air conditioner (Daikin control) applicable to that coloured area upon leaving.
41. The Licensee must also have regard to their colour code in complying with the ‘Good Hub Sign-Out/Exit Procedure’ document provided by the Licensor to the Licensee.
Licenses
42. The Licensee acknowledges and understands there may be other tenants on the Land in connection with other licence agreement(s) and/or lease agreements, who enjoy access and occupancy to the Land, and that it is the responsibility of the Licensee in good faith to respect any and all licensees and other lessees on the Land at all times.
Definitions
43. For the purposes of this Annexure C:
Land means the whole of the land situated at 98-100 Goodwood Road, Goodwood South Australia 5034 (being Certificate of Title Register Book Volume 5963 Folio 451). Where the context requires, Land includes the Premises, the Common Area, the buildings, fixtures, fittings, plant, machinery, equipment and other improvements on the Land; and
Common Areas means those portions of the Land dedicated by the Licensor from time to time for common use by occupants and other lawful users of the Land. It may include driveways, access and egress roads, carparks, walkways, pavements, entrances, courts, vestibules, malls, passages, corridors, arcades, stairways, lifts, washrooms, toilets, loading bays, service areas and garden and/or lawn areas.