Membership Fees:
Monthly Membership Fees apply (subject to change).
Membership will automatically renew on the same date of each month.
First two months of Monthly Membership Fees must be paid prior to the commencement of this Agreement.
Terms & Conditions
By submitting this application and request, you or any ‘Member Organisation’ you specified in the request (the Member Organisation, Your or You) is entering into, and you personally, or you as an authorised representative and signatory for the Member Organisation, are agreeing that you or the Member Organisation will be bound by, a legally binding agreement on the Terms and Conditions set out below covering your or the Member Organisation’s membership of Sports House, including all the terms of its use of any hot desks, meeting rooms and/or other facilities at Sports House. Please read all the Terms and Conditions carefully prior to submitting this request. The Terms and Conditions will be effective when Your or the Member Organisation’s membership has been approved by KPST. In the event of any conflict between these Terms and Conditions and any other forms we require You to sign, these Terms and Conditions will prevail.
By submitting this application and request, You and the Member Organisation are agreeing to these Terms and Conditions. You must have the proper authority to agree to these Terms and Conditions on behalf of the Member Organisation and incur the obligations described in these Terms and Conditions on behalf of the Member Organisation.
TERMS AND CONDITIONS
1. INTERPRETATION
1.1 Definitions
“Authorised Members” means each person approved in writing by KPST to receive the Services (defined below) and where the Member Organisation is an individual, that individual is also deemed to be an Authorised Person as well.
“GST” means GST imposed by the GST law, applicable from time to time, as that term is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) or a successor Act.
“Hot Desk Spaces” means a bookable space or spaces at Sports House consisting of a desk, chair and second screen as secured using whatever one line booking system then used by KPST, currently the ‘Cobot’ online booking system.
“KPST” “we” or “us” means Kardinia Park Stadium Trust (ABN 31 318 314 795).
"Meeting Rooms” means the meeting rooms in Sports House location(s).
“Member Organisation” or “you” means the company or individual that enters into and is a party to this Agreement.
“Membership Fee” is a monthly recurring fee
“Membership Level” is the KPST-approved level of access as defined in the Sports House Membership offering.
“Premises” means Sports House, an office building owned by KPST and located at 370 Moorabool Street, Geelong, Victoria.
“Start Date” means the agreed date of commencement as approved by KPST.
“Term” means the period from the Start Date until this Agreement expires or is terminated in accordance with these Terms and Conditions..
1.2 Interpretation
The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in Geelong, Victoria.
2. ENTIRE AGREEMENT
2.1 This Agreement supersedes all other discussions, representations and arrangements relating to the use of the Hot Desk Spaces, Meeting Rooms, collaborative/breakout spaces and/or the Premises and performance of the Services and constitutes the entire agreement between you and KPST with respect to the use of the Hot Desk Spaces, Meeting Rooms, collaborative/breakout spaces and/or the Premises and performance of the Services.
2.2 No variation, modification or alteration of any of the terms of this Agreement will be of any effect unless in writing and signed by each of the parties.
3. MEMBERSHIP BENEFITS AND OBLIGATIONS
3.1 Subject to these Terms and Conditions, including any attachments, annexures, exhibits or supplements (collectively, the “Agreement”) and any other policies we make available to you with prior notice from time to time, during the Term, KPST will use commercially reasonable efforts to provide you with the following services (the “Services”):
(a) non-exclusive access to the Hot Desk Spaces, which will be provided on the number of Regular Business Days as defined by your Membership Level but solely on the basis of a first-in online booking system;
(b) appropriate maintenance of the Hot Desk Spaces and Meeting Rooms;
(c) furnishings (i.e., chair and desk) for the Hot Desk Spaces and Meeting Rooms;
(d) access to and use of the shared wi-fi internet connection in accordance with the terms of use notified by KPST;
(e) use of the printers (including colour) and copiers available to our Members at the Premises;
(f) use of the collaborative/break out spaces at the Premises in conjunction with a Hot Desk Space or Meeting Room booking.
(g) use of Meeting Rooms at the Premises, in each case subject to availability and reservation via a first-in online booking system;
(h) heating and air-conditioning within the Premises;
(i) electricity for reasonably acceptable office use;
(j) use, within the Premises, of kitchens and tea/coffee/milk facilities made available therein; and
(k) opportunity to participate in certain Sorts House networking, professional development and collaborative opportunities.
3.2 Notwithstanding clause 3.1, without incurring any liability to you or any of your Authorised Members, guests or invitees, KPST will be permitted to interrupt, postpone, suspend or cancel your access to or use of the Premises or require you to interrupt, postpone, suspend or cancel your use of the Premises (i) if the terms of any venue hire agreement with respect to any event on Kardinia Park Park Stadium Trust lands or its stadium so require it or KPST deems it appropriate due to such an event, or (ii) if so directed by the police, fire brigade or other relevant or competent or governmental authority, or (iii) if in the opinion of KPST, acting reasonably, it is necessary to vacate the Premises to avoid exposing members of the public, the officers, employees, contractors or agents of KPST, tenants or users of the Premises, you, any Authorised Members or any other person to any danger.
3.3 Use of the Hot Desk Spaces, the Meeting Rooms, shared spaces and heat and air-conditioning in the Premises will only be available during Regular Business Hours on Regular Business Days, as defined below. Access to Meeting Rooms outside of Regular Business Hours may be arranged and potentially approved on a case-by-case basis. “Regular Business Hours” are generally from 8:00 a.m. to 6:00 p.m. on Regular Business Days, “Regular Business Days” are all weekdays, except public holidays and days on which the Premises and/or Kardinia Park Stadium are required by KPST or a venue hirer for exclusive use, which we will inform you of at least 48 hours before you need to vacate the Premises.
3.4 We are entitled to access any part of the Premises, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture in Hot Desk Spaces and Meetings Rooms. We reserve the right to alter Hot Desk Spaces and Meeting Rooms, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Hot Desk Spaces. We may also modify or reduce the list of Services or furnishings provided for your Hot Desk Spaces at any time. The Services may be provided by us, an affiliate or a third party.
3.5 If we are unable to make the Hot Desk Spaces available by the Start Date we will not be subject to any liability as a result of such. This Agreement will remain in full force and effect, provided that:
(a) the failure to provide access to the Hot Desk Spaces does not last longer than two (2) weeks; or
(b) at our sole discretion we will either (a) provide you with alternate hot desk spaces with reasonably comparable capacity during such period and charge your Membership Fee or (b) not charge you the Membership Fee during the period the Hot Desk Spaces are not available to you. Following the two (2) week period noted above, you will have the ability to terminate this Agreement with seven (7) days’ prior written notice to us. Notwithstanding anything in this clause 3.5 to the contrary, if the delay in providing the Hot Desk Spaces is due to your actions or inactions or due to Events of Force Majeure or other acts of god, including due to any government regulation or restrictions, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and we shall have no obligations to provide you with the benefits described in paragraphs (a) and (b) above.
3.6 Neither you or your Authorised Members or other guests are permitted to store any equipment or other items or belongings in the Premises or anywhere in Kardinia Park Stadium Trust lands and KPST will not be responsible for the theft of, damage to or loss of any equipment or other belongings of you or your Authorised Members or other guests and you hereby indemnify KPST and its associated persons against any claim by any person, firm or corporation in respect of a lost, damaged or stolen article or thing.
3.7 You must, and you must ensure all Authorised Members and your guests all Authorised Members and their guests:
(a) use the Premises, including the Hot Desk Spaces, Meeting Rooms, collaborative/breakout spaces and all equipment, facilities, furnishings and areas in the Premises and all areas and fixtures outside the Premises but within KPST-owned or leased areas in a safe, proper and efficient manner;
(b) carry out all activities in accordance with all laws and with all of KPST’s policies and procedures as advised to you, including those relating to stadium and/or safety and security;
(c) comply with all reasonable directions of KPST about the safe and proper use of the Kardinia Park Stadium (including Premises), stadium facilities and the Kardinia Park precinct;
(d) do not do or fail to do anything which might prejudice the payment of any insurance claim about any damage to the Stadium (including Sports House), Stadium Facilities or the Precinct;
(e) do not do anything such that any approval for the management or operation of the Premises or anything within the Premises that a party must maintain under this Agreement, may be forfeited, suspended or adversely affected;
(f) do not engage in any act, matter or thing which may injure or prejudice the reputation of KPST, the Premises or any part of the Premises;
(g) not install or bring into the Kardinia Park Stadium or precinct (including the Premises) or any area under the control of KPST and used by you or your Authorised Members or your guests or invitees any flammable, explosive or other dangerous goods or any items to be used in conducting a potential dangerous activity (as determined by KPST) without the prior written approval of KPST, which may be withheld in its absolute discretion; and
(h) report to KPST any damage or vandalism to Kardinia Park Stadium or precinct (including the Premises) or any area under the control of KPST or any facilities or equipment within those areas caused by or involving you or your Authorised Members or your guests or invitees, or otherwise occurring as a result of, or in connection with, your activities or those of any Authorised Members or guests within the Premises, as soon as reasonably practicable after becoming aware of any such damage.
3.8 The Parties will agree on the regularity of meetings as required to discuss requirements for the proper use of the Premises and the Parties’ respective rights and obligations, including those relating to KPST’s Occupational Health & Safety requirements and directions.
4. AUTHORISED MEMBERS
4.1 Only those Authorised Members approved by KPST, who have also completed a EAC Form (Electronic Access Request Form) to the satisfaction of KPST, will be entitled to use the Premises (including any Hot Desk Spaces, Meeting Rooms or collaborative spaces) or be entitled to receive the Services or any other benefits described in this Agreement. Authorised Members will be able to begin using, accessing, and/or receiving the Services on the Start Date.
4.2 Authorised Members will initially be approved in-principle pending completion by the Authorised Member of the following and final confirmation of approval by KPST:
(a) site induction;
(b) application for electronic access;
(c) agreement to the Sports House Code of Conduct; and
(d) provision of all details required to register as a new debtor
4.3 You are responsible for ensuring only Authorised Members use the Hot Desk Spaces, Meeting Rooms and other areas you have access to as expressly set out in this Agreement.
5. MEMBERSHIP FEES AND PAYMENTS
5.1 Prior to the Start Date, you must pay to KPST the first 2 months’ Membership Fees in full.
5.2 During the Term, your Membership Fee (which, for the avoidance of doubt, may be varied or increased at our discretion with at least 30 days’ notice) will be due and payable monthly in advance by direct debit into an account nominated by KPST until the agreement is terminated and all amounts due and payable have been paid. You are obligated to make payment of all Membership Fees owed throughout the Term and this obligation is absolute. You agree to pay promptly: (i) all taxes that you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment), (ii) any bank charges associated with the direct debit of the Membership Fee and (iii) all GST attributable to your Membership Fee .
5.3 The Membership Fee covers the Services in accordance with your Membership Level. Visits or bookings in addition to those included in your Membership Level will incur additional charges and will be charged out on a per hour per asset basis. Those bookings if made must be cancelled no less than twelve (12) hours before they were due to begin.
5.4 KPST will provide the Member Organisation with monthly invoices for the Membership Fee and other charges incurred. Invoice payment terms are payment strictly within 14 days of the invoice date.
5.5 If payment of the Membership Fees or any other accrued and outstanding fee is not made when due, you will be responsible for paying the then-current late charge.
5.6 Any outstanding fees for additional visits bookings or usage will be charged in arrears on a monthly basis. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement immediately.
5.7 Except as expressly provided in this Agreement, there are no refunds of any fees or other amounts paid by you or your Authorised Members in connection with the Services.
5.8 For the avoidance of doubt, any and all unused visits/bookings in any month forming part of the Membership Level or otherwise booked during any month, whether paid for or otherwise, will expire at the end of that month and cannot be carried over to the next month or thereafter and no credit, payment, refund or other benefit will be provided for such unused visits/bookings.
6. TERM AND TERMINATION
6.1 This Agreement will be effective on the agreed Start Date, provided that we have no obligations to provide you with the Services or access to the Premises, Hot Desk Spaces or Meeting Rooms until the later of (i) the date on which payment of your first 2 months’ Membership Fee has been received by us or (ii) the Start Date.
6.2 This Agreement will continue with automatic monthly membership renewal until the date it is terminated in accordance with this Agreement.
6.3 You may terminate this Agreement for any reason at any time with no less than 15 days’ written notice to us. If you terminate this Agreement you will not be entitled to any pro rata or other refund or return of any Membership Fee already paid (or for the first two months of Membership Fees in the event you terminate at any time in the first two months of the Term). In those circumstances, you will remain liable for payment of all outstanding Membership Fees and other booking costs.
6.4 We may withhold Services or immediately terminate this Agreement:
(a) without cause at any time with no less than 15 days’ notice;
(b) upon breach of this Agreement by you or any Authorised Member;
(c) upon termination, expiration or material loss of our rights in the Premises;
(d) if any outstanding Membership Fees or other charges are still due after we provide notice to you;
(e) if you or any of your Authorised Members fail to comply with any laws, or any of our workplace or premise policies, our internet terms of service, the terms and conditions of entry into Kardinia Park Stadium or any other Kardinia Park Stadium Trust land, or any other policies or instructions provided by us or applicable to you, your Authorised Members or guests; or
(f) at any other time, when we, in our sole discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
6.5 No Authorised Member will be allowed access to the Premises or the Services upon the earlier of (i) the termination or expiration of this Agreement or (ii) our notice to you that such Authorised Member has breached or has caused the Member Organisation to breach this Agreement.
6.6 Prior to the termination or expiration of this Agreement, you will remove all of your, your Authorised Members’ and your guests’ property from the Premises and Hot Desk Spaces. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Hot Desk Spaces or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, 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. For the avoidance of doubt, we will not forward or hold mail or other packages delivered to us.
7. OFFICE RULES
7.1 In addition to any rules, policies and/or procedures that are specific to the Premises, you acknowledge and agree that:
(a) the Member Organisation contributes to sport and recreation development and the Vision of Sports House;
(b) each Authorised Member will complete such induction training as required by KPST prior to those Authorised Members having any access to the Premises;
(c) keys, key cards and other such items used to gain physical access to the Premises, or the Hot Desk Spaces, Meeting Rooms or any other area of the Premises you are entitled to access as expressly set out in this Agreement remain our property. You will safeguard and will cause each of your Authorised Members and guests to safeguard, in each case, our property and you will be liable for any replacement fees should any such property be lost, stolen or destroyed;
(d) you will promptly notify us of any change to your contact and payment information;
(e) we will provide notice to you of any changes to Services, Membership Levels, Membership Fees or other fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Authorised Members are aware of any changes, even if we notify such Authorised Members directly;
(f) all Authorised Members, guests, invitees and visitors to the Premises must be signed in using KPST-notified sign-in procedures;
(g) heavy machinery and other freight items which may be made available may not be used in any lift or elevator except at our discretion;
(h) all of your Authorised Members and guests are at least 18 years of age;
(i) subject to applicable laws, no animals may be permitted within the Premises without our prior written approval, which may be withheld by us in our absolute discretion;
(j) you shall be solely and fully responsible for ensuring that no alcohol is consumed by you or any of your Authorised Members or guests or invitees at the Premises;
(k) you shall be solely and fully responsible for ensuring that no drugs or illicit substances prohibited by law are used or consumed or ingested by you or any of your Authorised Members or guests at the Premises;
(l) common spaces are to be enjoyed by us and all our members, licensees, tenants and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
(m) you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises, which must be approved by us in writing;
(n) you will be responsible for any damage to any Hot Desk Spaces or Meeting Rooms excluding normal wear and tear and for damage to any other areas within or relating to the Premises caused by or contributed to by you or any of your Authorised Members or other guests or persons accessing the Premises at the invitation of or let into the Premises by you or any of your Authorised Members;
(o) you will be responsible for any damage caused, directly or indirectly, to any part of the Premises or any part of Kardinia Park Stadium Trust land, by you or any of your Authorised Members or other guests or persons accessing the Premises at the invitation of or let into the Premises by you or any of your Authorised Members;
(p) you may not make any structural or non-structural alterations or installations of wall attachments, furniture or antennae in the Hot Desk Spaces, Meeting Rooms or elsewhere in the Premises without prior approval by us, which we may withhold in our absolute discretion. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations to our complete satisfaction. In no event are you permitted to perform any of these actions. Only a member of KPST’s staff or a KPST contractor is entitled to perform an alteration, installation, removal or restoration; and
(q) your and your Authorised Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated.
7.2 In addition to any rules, policies and/or procedures that are specific to the Premises, you acknowledge and agree that you will not and you will ensure that your Authorised Members and guests will not:
(a) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other users, licensees, tenants or our or their employees, guests or property, including without limitation the Premises, Hot Desk Spaces, Meeting Rooms, shared facilities and any other areas within the Premises;
(b) use the Services, the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises to conduct or pursue any illegal or offensive activities or any activities that we determine may in any way adversely affect our reputation or the reputation of any licensees, tenant or users of the Premises;
(c) take, copy or use any information or intellectual property belonging to KPST or any licensee, tenant or user of the Premises or their guests, including without limitation any confidential or proprietary information, 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 and this provision will survive termination of this Agreement;
(d) take, copy or use for any purpose the name “Kardinia Park Stadium”, “GMHBA Stadium” or any of our other trademarks, business names, service marks, logos or other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, the Kardinia Park Stadium or any party of the Kardinia Park Stadium Trust lands, without our prior consent, which may be withheld in our absolute discretion, and this provision will survive termination of this Agreement;
(e) use the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises, in a “retail,” “medical,” or any other nature involving visits by members of the public;
(f) sell, manufacture or distribute anything from the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises, or obtain a license for such using the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises or the address of the Premises;
(g) use our mail and deliveries services for fraudulent or unlawful purposes, and we will not be liable for any such use;
(h) make any copies of any keys, key cards or other means of entry to the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises or lend, share or transfer any keys or key cards to any third party, unless Authorised by us in advance;
(i) install any locks to access the Premises, including any Hot Desk Spaces, Meeting Rooms or anywhere else within the Premises, unless authorised by us in advance;
(j) allow any guest(s) to enter the building without registering those guest(s) and performing any additional required steps in accordance with our policies; or
(k) bring any weapons of any kind, or any other illegal, offensive, dangerous, inflammable or explosive materials into the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises,
For the avoidance of doubt, you are liable and must pay to KPST within 7 days of demand the cost of repairing and making good any damage caused by or contributed to by you or any Authorised Members or other persons accessing the Premises at the invitation of or let into the Premises by you in a timely manner taking into account the role of KPST to lease or license the use of the Premises and areas within the Premises and hire the Kardinia Park Stadium (including Sports House) and stadium facilities in perfect working order, including the cost of labour, materials and replacement equipment, or if required by KPST, itself repair and make good any damage.
8. IT
8.1 In order to utilize all the Services offered by us, it may be necessary to install software onto your or an Authorised Member’s computer, tablet, mobile device or other electronic equipment. In addition, an Authorised Member may request that we troubleshoot problems they may have with respect to printing, accessing the Wi-Fi connection or other issues. If we provide such services, we will not be responsible for any damage to your equipment or any other consequences.
9. PRIVACY
We collect, process, transfer and secure personal data about you and your Authorised Members and guests pursuant to the terms of our Privacy Policy, which can be found at https://www.kardiniapark.vic.gov.au/privacy/ and in accordance with all applicable privacy and data protection laws. You hereby undertake (i) to inform any new or existing Authorised Member of the provisions of this clause and the privacy policy, (ii) where necessary, to obtain consent from such Authorised Member to the collection, processing, transferring and securing of data described herein and (iii) you in fact collect and process such Authorised Member’s personal data in accordance with applicable law.
10. INSURANCE
10.1 You are responsible for maintaining, at your own expense and at all times during the Term and for a period of two (2) years after:
(a) public liability insurance covering you and your Authorised Members and guests for property loss and damage, injury and death, in form and amount appropriate to your business but for no less than $10 million for each and every claim; and
(b) workers’ compensation as required by law.
10.2 Unless otherwise agreed by KPST, you will ensure that KPST is named as additional insureds on the policy referred to in paragraph (a) above and that you waive any rights of subrogation you may have against KPST.
10.3 You will provide proof of insurance upon our request.
10.4 You must promptly notify KPST if, in relation to the insurance policy referred to in clause 10.1(a):
(a) any material claims are made under the insurance policy; or
(b) any claims are made under the insurance policy which could involve KPST or any of the KPST Parties.
11. LIABILITY & INDEMNITY
11.1 To the extent permitted by law, you, on your own behalf and on behalf of your Authorised Members, guests and invitees, employees and agents, hereby waive any and all claims and rights against us and each of our directors, officers, employees, assignees and agents (collectively, the “KPST Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person or animal.
11.2 To the extent permitted by law, the aggregate liability of any of the KPST Parties to you and your Authorised Members, guests and invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the KPST 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. You acknowledge and agree that subject to applicable laws, you may not commence any action or proceeding against any of the KPST Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the facts resulting in the cause of action arising.
11.3 You will indemnify the KPST Parties from and against any and all claims, including third party claims, liabilities, loss, costs or expenses including reasonable lawyers’ fees, resulting from any breach of this Agreement by you or your Authorised Members or guests or invitees or any of your or their actions or omissions, including, without limitation, any:
(a) loss of or damage to property;
(b) injury or death;
(c) loss or expense incurred in dealing with any claim, including legal costs and expenses, in any case arising from either:
(i) any act or omission by you or any of your Authorised Members or guests in connection with this Agreement, including any use of the Premises, including any Hot Desk Spaces, Meeting Rooms or other areas within the Premises or the Services; and/or
(j) any breach by you of any obligations or warranties under this Agreement.
11.4 You are responsible for the actions of and all damages caused by all persons or animals that you, or your Authorised Members or guests invite to enter or allow onto any part of the Premises.
11.5 You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the KPST Parties without our prior written consent. None of the KPST Parties will be liable for any settlement made without their prior written consent.
12. WAIVER AND FORCE MAJEURE EVENTS
12.1 The failure or delay of any party to enforce any provision of this Agreement or exercise any rights expressed in this Agreement or at law, is not a waiver of such provisions or rights and does not affect the enforcement of this Agreement, unless the waiver is in writing and signed by the party granting the waiver.
12.2 A single or partial exercise by a party of any right or remedy it holds under this Agreement or at law does not prevent the party from exercising the right again or to the extent that it has not fully exercised the right.
12.3 We will not be liable for, and will not be considered to be in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any (a) decision by us to grant exclusivity to any user of the Premises for the purposes of any major event to be held at our Stadium, (b) redevelopment works carried out on any part of the Kardinia Park Trust lands (including the stadium or the Premises) or (c) causes or conditions that are beyond our reasonable control, including without limitation (i) any delays or changes in construction of, or our ability to procure any space in, the Premises, and (ii) any delays or failure to perform caused by conditions under the control of our tenants at the Premises or caused by any Event of Force Majeure.
12.4 For the purposes of this Agreement, an ‘Event of Force Majeure’ means an event or a circumstance beyond the reasonable control of a party which occurs without the fault or negligence of the party including, provided it meets the foregoing criteria, any accident, storm, flood, fire, earthquake, explosion, hostility, war (declared or undeclared), insurrection, strike or other industrial action, executive or administrative order or act, prohibition or restriction by domestic or foreign laws, regulations or policies and breakdown or damage to or confiscation of property or any epidemic or pandemic or any regulation relating to any of the foregoing.
13. NO ASSIGNMENT OR SUBCONTRACTING
You must not assign any of your rights or obligations under this Agreement without our prior written consent, which may be withheld in our absolute discretion.
14. MISCELLANEOUS
14.1 This Agreement is governed by and construed in accordance with the laws of Victoria. Each party to this Agreement submits to the non-exclusive jurisdiction of the courts of Victoria.
14.2 This Agreement is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Premises, including any Hot Desk Spaces and Meeting Rooms remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises solely in accordance with the terms of this Agreement so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Authorised Member any title, easement, lien, possession or related rights in our business, the Premises, any Hot Desk Spaces or Meeting Rooms or anything contained in or on the Premises, including any Hot Desk Spaces or Meeting Rooms. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
14.3 You will comply with, and ensure all your Authorised Members, guests and invitees onto the Premises agree to comply with, in each case KPST’s policies, procedures and guidelines as notified to you, including those regarding, in part or in full:
(a) Occupational health and safety;
(b) Workplace and sexual harassment;
(c) anti-discrimination;
(d) privacy and data; and
(e) Child Safe Policy and Reporting.
14.4 Changes to Membership Fees, Membership Level, Services and/or overage fees, will be governed by this Agreement. We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Premises, including any Hot Desk Spaces or Meeting Rooms or of any Services beyond this time will constitute acceptance of the new terms.
14.5 Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended solely to the extent required in order to make the Agreement effective under applicable law.
14.6 Sections 2, 3, 5, 6, 9, 10, 11 and 12 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
14.7 Any and all notices under this Agreement will be given via e-mail and will be effective on the first Regular Business Day after being sent. All notices will be sent via email to the email address provided by you to KPST in writing, except as otherwise provided in this Agreement.
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