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1. Introduction
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1.1
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These Terms apply to the Services supplied by OfficeSpace to its Customers, who
will in general be either:
(a) Advertisers, who place Advertisements on OfficeSpace’s Website and browse and
search Advertisements; or
(b) Users of the OfficeSpace Website, who browse and search Advertisements.
Note: Under these Terms, a reference to Customer includes Advertisers and Users.
As a result, clauses referring to Customer or Customers apply to and bind all Advertisers
and Users.
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1.2
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These Terms are subject to the laws of the State of New South Wales, Australia.
Each party submits to the non-exclusive jurisdictions of the courts of that State.
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2. Definitions and interpretation
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2.1
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In this document:
Advertisements means advertisements for properties placed on the Website by Advertisers,
including advertisements using photos and text supplied by Advertisers.
Advertisers means those Customers who obtain an account to use the Website to place
Advertisements and use the Website for the purpose of searching and responding to
Advertisements.
Advertising Services means the services supplied to Advertisers and specified as
such in Schedule 1.
Customer means a person who opens an account with OfficeSpace to make use of the
Website, including Advertisers and Users.
OfficeSpace means Officespace.net.au Pty Limited (ABN: 61 116 975 449) of PO Box
277, Potts Point, New South Wales, 1335, Australia.
Services means all services supplied under these Terms by OfficeSpace to a Customer.
Terms means clauses 1 to 15 of this document and the attached Schedule 1.
User means those Customers who obtain an account to use the Website for the purpose
of searching and responding to Advertisements.
User Services means the services supplied to Users and specified as such in Schedule
1.
Website means OfficeSpace’s advertising website and all materials accessible at
it, generally available at 'www.officespace.net.au' and similar addresses, including
subdirectories accessible from it.
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2.2
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In these Terms:
(a) any reference to a clause means a clause of these Terms, unless specified otherwise;
(b) headings are for convenience only and do not affect interpretation;
(c) law includes legislation, regulations, orders, bylaws, standards and awards;
(d) any use of the verb includes or including, or of words such as for example or
such as, does not limit anything else that is included in general speech;
(e) a reference to a person includes:
(i) a body corporate, an unincorporated body or other entity;
and
(ii) a reference to that person’s executors, administrators, successors,
permitted assigns and substitutes; and
(f) any reference to $ or dollars is to Australian dollars.
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3. When these Terms become binding
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3.1
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In consideration for OfficeSpace opening a login account for Customer and granting
Customer further access to the Website, these Terms commence and bind Customer and
OfficeSpace when OfficeSpace opens that login account.
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4. What OfficeSpace will do
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4.1
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Subject to these Terms, OfficeSpace will use its reasonable endeavours to provide
as independent contractor:
(a) Advertising Services to Advertisers; and
(b)User Services to Users.
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5. OfficeSpace's rights
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5.1
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OfficeSpace is under no obligation to supply any Services under these Terms unless
and until:
(a)in relation to the supply of Advertising Services to Advertisers, OfficeSpace
has received payment in advance for those services; and
(b) in relation to the supply of Services to Users or Advertisers, OfficeSpace has
received all information required by it to open a login account, including any information
that OfficeSpace requires to be verified by any person.
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5.2
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Customer agrees that OfficeSpace may, in its absolute discretion without any need
to provide reasons, stop supplying the Services to Customer, provided that:
(a) OfficeSpace informs Customer as soon as practical that the Services have stopped
or will stop being supplied; and
(b) OfficeSpace refunds to Customer within 30 days the balance of any funds Customer
has paid to OfficeSpace that have not been used in accordance with these Terms as
part of OfficeSpace supplying the Services.
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5.3
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OfficeSpace has the right:
(a) in relation to Advertising Services, to vary the location, style or format of
any Advertisement; and
(b) in relation to any login account for a Customer, change what information is
required to keep that account operational (without any requirement to notify a Customer
when those changes are made).
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6. What Advertisers must do
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6.1
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Advertisers must:
(a) only place on the Website Advertisements for properties that are currently available;
(b) remove all Advertisements within 24 hours after the property stops being available
for any reason; and
(c) comply with any codes issued by relevant industry and governmental bodies applicable
to the activities of Advertiser, including the Real Estate Institute of Australia
and relevant real estate institutes governing the Advertiser in the Advertiser’s
State or Territory.
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7. Use of the Website
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7.1
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In relation to Customer’s use of the Website and the Services supplied under these
Terms, Customer must not, and warrants that it will not, when providing information
or materials to OfficeSpace or using the Website, including any facilities or services
provided from it:
(a) infringe the rights of any person, including the intellectual property rights
or Moral Rights (as defined in the Copyright Act 1968 (Cth)) of any person;
(b) breach any applicable law; and
(c) do anything that is crude or offensive in the view of an ordinary reasonable
individual or anything that is defamatory.
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7.2
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In relation to an Advertiser’s use of the Website, Advertiser warrants the following:
(a) to the best of Advertiser’s knowledge, its Advertisements contain accurate and
correct information, including street address, description, pricing and contact
details; and
(b) Advertiser has all consents and permissions necessary to place the Advertisement
on the Website, including, where reasonably required, from the owner, lessor, lessee
or occupier of the premises advertised.
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7.3
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In relation to Advertiser’s use of the Website:
(a) if Advertiser is a licensed real estate agent, then Advertiser must in any Advertisements
provide and displayed in the Advertisement the correct name of the agent, eg registered
business name, licensee’s name or the full corporate name of the agent; and
(b) if Advertiser is a licensed real estate agent with any interest in the real
property that forms some or all of the subject matter of an Advertisement, then
Advertiser must in that Advertisement disclose the Advertiser’s interest in that
property.
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7.4
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Customer grants to OfficeSpace a non-exclusive, worldwide licence for the duration
of the agreement created under these Terms to use, copy, modify, adapt and communicate
to the public all and any information and material:
(a) provided by Customer to OfficeSpace; or
(b) placed by Customer, its employees, contractors or agents, on the Website, including
any copyright material and trade marks (but excluding Customer's personal information),
for the sole purpose of OfficeSpace displaying Advertisements and supplying services
to its customers.
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7.5
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Customer warrants it has all rights necessary to grant the licence under clause
7.4.
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7.6
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Customer must keep its login and password to the Website confidential to Customer.
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7.7
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Customer agrees that OfficeSpace will not provide any form of help desk services
on how to use the Website. However, OfficeSpace will make its staff available to
assist Customer with inquiries regarding the Website not functioning in accordance
with OfficeSpace’s directions, limited to the hours of 9 am to 5 pm on working days
in Sydney, Australia.
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8. Accuracy of Website and Advertisements
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8.1
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Customer agrees:
(a) OfficeSpace is not responsible for the accuracy of:
(i) any part of any Advertisement; or
(ii) any material provided by a Customer arising out of or in
relation to that Customer’s use of the Website; and
(b) OfficeSpace has no obligation to monitor the Website or edit, delete or refuse
to display any Advertisement or other materials on the Website.
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9. Payment and tax invoices
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9.1
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Customer must pay for the Services in accordance with:
(a) the rates and at the times specified in Schedule 1; and
(b) OfficeSpace's payment procedures and requirements made known to Customer from
time to time.
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9.2
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Customer agrees that OfficeSpace may update the rates and time for payment from
time to time by giving Customer advanced notice.
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9.3
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Customer agrees that rate changes are not negotiable. If Customer continues to acquire
the Services following any rate change, then provided that OfficeSpace has given
Customer advanced notice of the change, Customer is deemed to agree those new rates.
If Customer does not agree the new rates, then Customer’s only remedy is to stop
acquiring the Services from OfficeSpace, after which OfficeSpace may in due course
and in its discretion disable Customer’s login account.
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9.4
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OfficeSpace will provide Customer with a tax invoice or adjustment note (as applicable)
required to be provided for GST purposes.
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9.5
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OfficeSpace may in its discretion grant, deny or withdraw credit to any Customer
at any time.
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10. Liability
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10.1
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Customer agrees it is liable for any Advertising requested on its account.
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10.2
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Customer acknowledges it has not relied on any advice or representation given by
OfficeSpace, its employees, contractors or agents, when placing or responding to
Advertisements.
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10.3
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Customer acknowledges that almost all of the information on the Website has been
provided by third parties (such as Advertisers) and not by OfficeSpace. OfficeSpace
does not represent or warrant that the information available from the Website, including
under any subdirectories accessible from it, are in any way free from errors or
omissions or suitable for Customer’s intended use.
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10.4
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OfficeSpace excludes all implied conditions, warranties and terms, expect those
that cannot be excluded in law (Non excludible Condition), eg such as warranties
under the Trade Practices Act 1974 and the equivalent laws of a State or Territory.
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10.5
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OfficeSpace limits its liability:
(a) for breach of any Non-excludable Condition (to the extent liability for that
breach can be limited in law); and
(b) subject to clauses 10.6, 10.7 and 10.8, for any other breach by OfficeSpace
of this Agreement, including any error, omission or failure in supplying the Services,
to, at OfficeSpace’s option:
(c) the re-supply of the Services affected by the breach; or
(d) payment of the cost of re-supplying those Services.
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10.6
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Except in relation to the breach of any Non-excludable Condition (to the extent
liability for that breach can be limited in law), Customer agrees:
(a) OfficeSpace does not control the activities of users of the Website (including
other Customers) and Customer agrees that OfficeSpace is not liable or responsible
in any way for the behaviour of users of the Website, including for information
placed on the Website that is incorrect, offensive, discriminatory, defamatory,
or in breach of any law or any third party’s rights; and
(b) OfficeSpace accepts no liability or responsibility for any loss, damage, cost
or expense (whether direct or indirect) incurred by Customer and arising out of
or in connection with the use of any information available from the Website (including
information placed on it by Customer), including any information under any subdirectories
accessible from the Website.
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10.7
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OfficeSpace is not liable in contract for any indirect or consequential loss, including
loss of profits, loss of revenue, loss of data and loss of business opportunity.
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10.8
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OfficeSpace is not liable for the delay or failure of any Services supplied under
these Terms caused outside of OfficeSpace’s reasonable control, such as delays in
internet traffic, breakdown in telecommunications equipment, computer viruses, industrial
dispute, electricity failure, any act of government, God, terrorism, war or other
form of external restraint.
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10.9
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Subject to clause 10.5, OfficeSpace excludes all other liability to Customer in
any form and however described, including arising in contract or tort.
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11. Customer’s indemnity
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11.1
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Customer indemnifies OfficeSpace and its officers, employees, contractors and agents
against any cost, expenses, loss, damages and liability suffered or incurred by
them arising out of or in connection with:
(a) Customer’s breach of these Terms;
(b) any negligent or unlawful act or omission of Customer, its officers, employees,
contractors or agents; or
(c) any information or materials provided by Customer and used in any Advertisement
published on the Website.
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12. Confidentiality
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12.1
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Customer must keep confidential any of OfficeSpace’s confidential information disclosed
to it, and may use that confidential information solely for the purposes of making
use of the Services.
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12.2
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Confidential information of OfficeSpace includes all confidential data and information
(including, trade secrets and confidential know-how), and data and information labelled
confidential, relating to OfficeSpace, to its suppliers or customers, or to a corporation
related to it under the Corporations Act 2001.
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13. Privacy
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13.1
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OfficeSpace collects the personal information of Customer’s as part of supplying
the Services.
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13.2
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In relation to Advertising Services, Advertisers agrees that OfficeSpace may disclose
their personal information to credit reporting agencies and other third parties
and contractors of OfficeSpace as required as part of providing Advertising Services.
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13.3
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For unpaid accounts of any Customer, Customer agrees that OfficeSpace may disclose
personal information to debt collection agencies to recover the amount due.
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13.4
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Customers may gain access to their personal information held by OfficeSpace by writing
to the “Privacy Officer” at privacy@officespace.net.au or Officespace.net.au Pty
Limited, PO Box 277, Potts Point, New South Wales, 1335, Australia. Refer to the
Privacy Policy on the Website for additional information.
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14. Termination
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14.1
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OfficeSpace or Customer may, in its absolute discretion without any need to provide
reasons, terminate the agreement created under these Terms provided that the terminating
party informs the other by email or in writing of the termination. On termination,
OfficeSpace may without notice to Customer disable and take down all Advertisements
of Customer and disable Customer’s login account.
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14.2
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OfficeSpace must refund to Customer within 30 days the balance of any funds Customer
has paid to OfficeSpace that have not been used in accordance with these Terms as
part of OfficeSpace supplying the Services.
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14.3
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Clauses 7.1, 7.2, 7.5, 8, 9, 10, 11, 12, 13 and 14 survive termination of the agreement
created under these Terms.
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15. General
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15.1
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These Terms represent the entire agreement between the parties on the subject matter.
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15.2
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The agreement created under these Terms can only be varied by a document signed
by both parties.
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15.3
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If a provision of theses Terms is invalid, illegal or unenforceable, then to the
extent of the invalidity, illegality or unenforceability, that provision must be
ignored in the interpretation of these Terms. All other provisions of these Terms
remain in full force and effect.
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Schedule 1
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SERVICES
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Advertising Services
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1. Access to and rights to use the features contained in the Advertiser's area of
the Website, including for the purpose of placing Advertisements on the Website.
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2. If activated by you, email notification of Advertisements that meet your search
requirements.
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3. The right to upload Advertisements and related photographs and text on the Website.
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User Services
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1. Access to and rights to use the features contained in the User’s area of the
Website, including for the purpose of searching Advertisements on the Website.
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2. If activated by you, email notification of Advertisements that meet your search
requirements.
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RATES
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1. Rates and payment times for the supply of Advertising Services: These are the
rates and payment times specified to the Advertiser at the time of creating its
login account, and as updated and notified by OfficeSpace to Advertiser from time
to time.
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2. Rates and payment times for the supply of User Services: Nil. Until notified
otherwise, User Services are supplied free of charge.
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