Third Place Terms & Conditions
Third-Place is an online marketplace that allows:
1. Users to find, discover and book spaces to work remotely including under our User corporate, business, freelancer or worker solution utilising our Tap or Scan & Pay feature, or our access passes or employee reloadable passes (“Users”); and
2. Spaces or venues to list, offer and make available their spaces to Users to work remotely, including ‘book a table’, ‘book a meeting’ and/or other spaces (“Spaces”), whether using our Tap or Scan & Pay feature or otherwise.
This is referred to as the “Services” which is provided under through our website(s), app(s)or other platform(s) (the “Platform” or “Marketplace”). These terms and conditions will govern your use of our Marketplace and its Services (including by Users and Spaces), so we request that you read them carefully before using the Platform. If you do not agree to these terms and conditions, you may not use our Platform.
1. Services Agreement
This Third-Place Services Agreement (“Agreement”) is a contract between Third Place Org Pty Ltd ACN 641 778 958 (“Third-Place” or “we” or “us” or “our”) and the person(s) or entities who use our Platform (“User” or “Space” as the case may be, or “you” or “your”), either as a User or as a Space, whether registered with us or not. This Agreement describes the terms and conditions that apply to your use of our Marketplace and establishes the obligations owed between you and Third-Place, and between you and other Users and/or Spaces.
The term “Service” within this Agreement does not include any services provided by third parties, however this Agreements covers the relationship with any third parties. A “Space” includes the physical space, table or seating area that is made available to a User to use, and subject to specific Fees and any site-specific terms or limitations. A Space may list a space by providing certain details about the Space, including features, availability, pricing, times and terms or limitations of use (this is called a “Listing”). A User may walk-in or book a Space, within the Platform, by selecting and/or accepting the pricing (if any), days, times and any additional terms and conditions or limitations of the Listing (this is called a “Booking”).
The parties acknowledge and agree that a “Booking” is only the grant of a limited, temporary, revocable license to use a Space, in the manner, at the price, for the day/time, and subject to all terms, conditions, restrictions and other reasonable directions provided by the Space. The scope of the use, including pricing, days, times, terms, conditions, restrictions and other reasonable directions constitutes a “Booking Agreement” that incorporates the terms and conditions of this Agreement and any policies, codes of conduct or guidelines or Third-Place. A Booking does not provide the User with a lease or any other interest in the Space but only allows the User limited access to use the Space, or other Services only as permitted in the Agreement and, as applicable, the Booking Agreement.
This Agreement is divided into 5 Sections:
Section 2. General Terms: This section includes general terms and conditions describing your Account, including creating an account, accepting or making payments, and describing how we communicate with you.
Section 3. Platform and Services: This section describes how you may and may not use the Platform and Services, and also describes how we may use any data.
Section 4. User and Spaces Obligations: This section sets out additional obligations on:
- Spaces, including how to List a Space and what is expected of any Space which has Listed on the Platform and/or uses our Tap or Scan & Pay feature; and
- Users, including Booking a Space, expected behaviour, use of our Tap or Scan & Pay feature, access passes or employee reloadable passes, responsibility for payment of Fees, and Booking other Services.
Section 5. Termination, Disputes, and Binding Arbitration: This section sets out termination or suspension of this Agreement, or your Account, and the process of resolving any disputes. This section also contains waivers by the User and Space, and an agreement to submit all claims and disputes to binding arbitration. Please read this section carefully before accepting this Agreement.
Section 6. Additional Legal Terms: This section provides additional legal terms and conditions, including our ability to update this Agreement, disclaimers and limitations on our liability. It also includes other documents governing your use of the Services, including our policies, codes of conduct or guidelines, Fees, Privacy Policy, and our Cancellation and Refund Policy.
If you have questions about this Agreement, please contact us at info@third-place.org. Your use of the Platform or Services constitutes your ongoing acceptance of this Agreement, as amended.
2. General Terms
2.1 Services
Third-Place will use reasonable endeavours to provide you access to the Services through the Platform. You may access the Platform through our website(s), app(s) or other platform(s) (if any). Spaces may use the Services and the Platform to List their Spaces and Users may use the Services and Platform to Book desired Spaces to work remotely and to use our Tap or Scan & Pay feature, or our access passes or employee reloadable passes. You may otherwise reasonably use the Services and Platform to communicate with other Users and/or Spaces (as the case may be), and to access your Account.
We are continuously improving the Platform and Services for all Users and Spaces, and we reserve the right to make changes at any time. Changes we make to the Platform or Services, including discontinuing certain features, affect all Users and Spaces, and we will try to minimise disruption to you. However, these changes may affect Users and/or Spaces differently. You acknowledge and agree that we are not responsible if any specific changes made to the Platform or Services adversely affect how you use them.
2.2 Your Account
Before using the key functionality of our Platform or Services, you may be required to create an account with Third-Place (“Account”) and provide us with information about yourself, your business and/or your company. We may ask that you update your Account, or provide additional or different information at any time (including requiring additional details about Spaces or payment information), and we reserve the right to reject, suspend or terminate an Account for any reason at any time. Any employees, officers, contractors, agents or other third-parties opening a new or using an existing Account (collectively, “Agents”) represent and warrant that they have authorisation to act on behalf of a person or entity they claim to represent, and if such authorisation is not provided by the person or entity, such Agents acknowledge personal liability for all obligations and liabilities arising from or related to the use of the Account by such Agents.
You will be required to provide an email address, username and password to keep your Account secure (“Account Logins”) and agree to keep your Account Logins private and secure and you may be required to provide your name, email address and phone number when making a Booking. You are responsible for any actions taken on your Account using your Account Logins or when making a Booking, whether or not authorised or taken by Agents, to List or Book a Space or otherwise use the Platform of Services, or our Tap or Scan & Pay feature. You are solely responsible for the actions or communications of you and your Agents. We are not responsible for and disclaim all liability for use of your Account by you or your Agents.
When creating or using your Account, you may be required to provide information about yourself, the User or the Space. You will only provide content to us that you own or have authorisation to provide and ensure that content is accurate, complete and not otherwise misleading or deceptive. You must keep any content current, including your contact or payment information. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any content. This may include validating your identity or business information, or verifying information about Users or Spaces. You will provide us any additional information to verify the accuracy or completeness of any content that you provide, and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this content. If you do not provide required content to us as and when we request it, we may suspend or terminate your Account and/or your access to our Platform or Service.
You may close your Account at any time by emailing us at info@third-place.org. You are responsible for all activity associated with your Account made before it is closed, and use of the Platform of Services, including payment of Fees, Taxes, or other Payments, providing use of Spaces to Users who walk-in or as previously Booked, or other liabilities caused by, or resulting from the use of the Platform or Services. You understand that we may retain content and continue to display and use any public content (including reviews of Spaces) provided to us prior to closing your Account.
We may suspend or terminate your Account and/or your access to our Platform or Service at any time at our discretion.
2.3 Compliance with Laws
As used in this Agreement, “Laws” means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and other agreements. You will comply with all Laws in connection with your use of the Services and Platform, including whether as a Space or a User. While we may provide information or guidelines to help you understand certain issues relating to listing Spaces, Bookings, using the Services or Platform, or using our Tap & Pay feature or our access passes or employee reloadable passes, you acknowledge that we are not authorised to provide and do not provide any legal advice and you agree that we will not be responsible or liable, in any way, for such information or guidelines. You are solely responsible for your compliance with Laws and may only use the Platform or Services in compliance with all applicable Laws. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Space, or otherwise using the Platform of Services, or the use of our Tap or Scan & Pay feature, or our access passes or employee reloadable passes.
2.4 Fees and Taxes
(a) Fees. Users and Spaces are responsible for payment of fees, expenses, and other amounts related to the use of the Platform and Services (“Fees”), including in relation to Booking(s) and our fees associated with our User corporate, business, freelancer and worker program through the use of our Tap or Scan & Pay feature facilitated by Fast Technology Group Australia Pty Ltd ACN 655 352 686 trading as Qlub ("Qlub"), or our access passes / cards or employee reloadable pass / card (physical or digital) as a payment solution facilitated by The Card Network and Mastercard and issued by EML Payment Solutions Limited (“EML”) ABN 30 131 436 532, AFSL 404131 and/or Corporate Prepaid Cards / Universal Gift Card and issued by EML Payment Solutions Limited ABN 30 131 436 532 AFSL 404131. For Users, Fees may include amounts payable to Third-Place or our third party providers upon making a Booking or under the User corporate, business, freelancer and worker program through the use of our Tap or Scan & Pay feature or our access passes or employee reloadable passes, including transaction/booking fees, card issue fees and/or commission on amounts loaded or spent on cards or at venues under our corporate, business, freelancer and worker program through the use of our Tap or Scan & Pay feature, or our access passes or employee reloadable passes, for the purchase of Space bookings, or the purchase of food and beverage or other amenities on our Platform or in store. At the date of this Agreement, the fees payable the User for the Tap & Pay feature are as set out invoice provided to the User by the Space, or in the contract or terms and conditions between the Space and Qlub. Further, at the date of this Agreement, the card issue fee (digital cards only) for our access passes (the Starter, the Casual or the Regular pass) is $1.50 per card and the commission payable by User's to Third-Place for amounts loaded onto or spent on the card(s) under our User corporate, business, freelancer and worker program is, unless otherwise specified at checkout, 5% of the amount loaded or spent, payable and invoiced (at our election) at the end of each month, upon purchase or request by a User to load amounts onto the card(s), upon spending the amounts loaded on the card(s) or upon issue of the card(s) to a User. At the date of this Agreement, the card issue fee (digital cards only) for our employee reloadable access passes (the Employee Reloadable pass) is $10 per card and the commission payable by User's to Third-Place for amounts loaded onto or spent on the card(s) under our User corporate, business, freelancer and worker program utilising the employee reloadable pass is 5% of the amount loaded or spent plus a 2% credit card transaction fee, payable and invoiced (at our election) at the end of each month, upon purchase or request by a User to load amounts onto the card(s), upon spending the amounts loaded on the card(s) or upon issue of the card(s) to a User. In addition, Users of the employee reloadable access pass / card will be charged $2/month deducted from the balance on the card. Other fees for the employee reloadable access pas / card include:
(i) a $15 redirection fee (if the mobile number provided is incorrect and an SMS needs to be sent to a new number - note this is only possible if the original card has not been activated, and within 30 days of purchase). This Fee is payable by the User upon the issue of an invoice (for payment prior to the card being resent to the new number).
(ii) a $4 resend fee (if the recipient deletes the SMS or cannot receive for network reasons i.e. they are out of the country). This Fee is charged to the User cardholder and deducted from the balance on their card.
(iii) a $13.64 card expiry reissuance (the card is automatically renewed after 3 years unless the User advises us not to). This Fee is deducted from balance on the card.
(iv) a $9.50 fund transfer fee + 5% of card balance (if the User wants to cancel a card, remove the balance and add it to another card - note the balance can only be added to another live card).
All Fees are subject to GST.
The other specific Fees charged to User's will be presented when a User requests, completes, and pays for a Booking on the Platform, or purchases food and beverage in-store, or purchases our access passes online. For Spaces, Fees include amounts payable to Third-Place for providing use of the Services, including a commission on amounts payable or paid by a User in connection with the Spaces, such as a booking, or the purchase of food and beverage on our Platform or in store, whether using our Tap or Scan & Pay feature, our access passes / cards, or otherwise. At the date of this Agreement, the commission payable by Spaces to Third-Place is 5% of the amounts payable or paid by a User in connection with the Spaces, including for a booking which may be set by the Spaces on the Platform when making a Listing and presented to a User when it requests, completes, and pays for a Booking on the Platform, and for any purchase of food and beverage on the Platform or in store, whether using our Tap & Pay feature, our access passes / cards or otherwise. Out of the 5% commission, approximately 2% is charged to cover the amount payable to our payment providers and gateway (Stripe) when payment is made through the Platform or using our Tap or Scan & Pay feature. We may deduct and pay the Fees which are payable to us directly through the Platform or otherwise by way of an invoice to the User or Space (as the case may be). We reserve the right to increase the Fees by amending these terms and conditions, including an increase to the Fees payable by Users (including the booking fee, the card issue fee and/or the commission referred to above), the Fees payable by Spaces (including the commission referred to above), and/or introducing a subscription, start up, listing or other fees. Please review our Cancellation and Refunds Policy and the cancellation policy of Spaces individually on their Listing (if any) prior to submitting a Booking request. You may contact Spaces through the Platform before Booking if you don’t understand the Fees listed or their cancellation policy that will be applicable. Please email us at info@third-place.org at any time if you do not understand Fees, or have questions regarding them.
A Booking provides a limited use of a Space as described in the Listing and Booking Agreement (if applicable). User’s are solely responsible for any loss, costs, damage or liability in connection your use of a Space during your Booking.
While we may facilitate the collection of Fees in connection with Spaces, once remitted to the Spaces, we are not responsible for the return of Fees or other amounts to Users.
(b) Taxes and Fines. You are solely responsible for payment of all applicable taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to using the Platform or Services, including the Tap or Scan & Pay feature, or access passes / cards, or Listing or Booking Spaces or Venue services, including any direct or indirect taxes such as goods and services tax (GST), fringe benefits tax (FBT), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by Law, Third-Place will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Space, or otherwise using the Platform of Services, including the Tap & Pay feature, or access passes / cards, including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Third-Place for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement, including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or Users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services or Space (collectively, “Fines”). You understand and agree that Third-Place does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.
(c) Payment. You will pay in full and in a timely manner any Fees, Taxes, or other amounts you owe under this Agreement, which we may deduct and pay to us directly through the Platform or otherwise by way of invoice to you. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit). For Users and Spaces, we may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform or Services. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including our attorneys’ fees or expenses.
2.5 Third Party Payment providers
(a) Receiving Payment - Stripe and Qlub
Acceptance and payment of Fees and other amounts on the Platform, online or in-store (“Payment Processing”) is provided by Qlub and/or Stripe, or any other method through our Platform or by way of invoice. Your use of Payment Processing is subject to Qlub's contract or terms and conditions as may be modified by Qlub from time to time (the “Qlub Agreement”), the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the “Stripe Agreement”). As a condition of using Payment Processing, you must provide accurate and complete information about you and your business and you authorise us to share this information to Qlub and/or Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. Third-Place does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Qlub Agreement and Stripe Agreement, and if the Qlub Agreement or Stripe Agreement is terminated by Qlub or Stripe, you may not be able to use the Platform, or have your Account suspended or terminated. We exclude all liability in connection with your use of the Tap or Scan & Pay feature and you agree to indemnify and hold us harmless for any loss or damage suffered or incurred by you or any third party in relation to the use of the Tap or Scan & Pay feature, including in connection with any Taxes.
We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
(b) Loading cards and making payment for User corporate program
Our User corporate, business, freelancer and worker program, for purchasing access passes or employee reloadable access passes, and loading amounts onto the passes / cards and giving access to employees (as additional Users) to use the Platform or Services, utilises a third party provider, The Card Network and Mastercard issued by EML Payment Solutions Limited (“EML”) ABN 30 131 436 532, AFSL 404131 and and/or Corporate Prepaid Cards / Universal Gift Card and issued by EML Payment Solutions Limited ABN 30 131 436 532 AFSL 404131. Your use of the Starter, Casual and Regular passes / card(s) is subject to all of the TCN & Third Place T&Cs as may be modified from time to time and your use of the employee reloadable passes / card(s) is subject to all of the Corporate Prepaid Cards / Universal Gift Card T&Cs and issued by EML Payment Solutions Limited ABN 30 131 436 532 AFSL 404131 (collectively, the “Card T&Cs" ). As a condition using the passes / card(s), you must provide accurate and complete information about you and your business and you authorise us to share this information to TCN, Corporate Prepaid Cards / Universal Gift Card, Mastercard and EML. Third-Place does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the passes / card(s) is conditioned upon your compliance with the Card T&Cs, and if the Card T&Cs are breached or terminated, you may not be able to use the Platform, Services, User corporate, business, freelancer and worker program, and/or have your Account suspended or terminated. We exclude all liability in connection with your use of the passes / card(s) and you agree to indemnify and hold us harmless for any loss or damage suffered or incurred by you or any third party in relation to the use of the passes / card(s), including in connection with any Taxes.
In relation to the passes / card(s):
(a) We are not liable in any way when authorisation is declined for any particular transaction.
(b) We are not liable in circumstances where you have other cards stored on your device for payment and you inadvertently use the card when using your device as a payment method. You must ensure that you select the correct card prior to using your device as a payment method.
(c) We are not otherwise liable for the use, functionality or availability of a device, the availability of merchants who allow the use of the device and card as payment, or a reduced level of service caused by the failure of third party communications and network providers.
(d) We are not liable for transactions on your card if: i) your device security measures are compromised; or ii) where you allow others access to, or the means to access, your device; or iii) any other circumstances in which you allow others to circumvent the security measures of your device.
(e) The passes / card contain credits (like cash) and may not be replaced if misused, lost, stolen or damaged.
(f) The passes / card will be void if it is defaced, mutilated, altered or tampered with in any way.
(g) You are responsible for all transactions on the passes / card(s).
(h) We may restrict or stop the use of the passes / card(s) if suspicious activities are notice.
(i) You are responsible for checking your transaction history, knowing the available balance and date of expiry for the pass / card (which is 12 months from the date of issue for the Starter, Casual and Regular passes) and any balances which remains on the card at expiry are forfeited. Balance and transaction history are available to you within the TCN app or the Universal Gift Card app (as relevant) which can be accessed on your device.
(j) Information will be disclosed to third parties about the passes / card(s), or transactions made with the passes / card(s), whenever allowed by law, and also where necessary to operate the card(s) and process transactions. The Card Network's privacy policy can be viewed here. Corporate Prepaid Cards / Universal Gift Card’s privacy policy can be viewed here.
We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
2.6 Communication and Notices
We may communicate with you and provide you information or notices regarding your Account or transactions through email or through messaging on the Platform. You will promptly respond to any communications you receive and understand that failure to do so may impact your ability to Book or List Spaces or use the Platform or Services.
We may send you notices to the email address or physical address included in your Account, through messaging on the Platform. You may send any notices to us at info@third-place.org. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.
You agree to receive any communications from us and transact with us electronically. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing written notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.
If you have problems communicating, sending or receiving messages, please first please contact us at info@third-place.org.
2.7 Communication with Other Users
The Platform may allow you to communicate with other Users or Spaces without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other Users or Spaces. You may use the Platform only to List or Book Spaces, communicate with us or other Users or Spaces, resolve disputes, or use other functionality we provide to you through the Platform or Services. You may not use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.
We are not responsible for, and disclaim all liability resulting from, any loss, damage, cost or expense incurred by you resulting from sharing personal or sensitive information with other Users or Spaces, or communicating or engaging with Users or Spaces in relation to the Platform.
Third-Place may, at its discretion, and without notice or any obligation to do so, remove communications among Users or Spaces which contain or share personal contact information, or may suspend or terminate the Accounts of Users or Spaces that share personal contact information.
3. Platform and Service
3.1 Ownership, License, Restrictions
Third-Place owns all right, title, and interest in the Platform, Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Services for the purposes described in this Agreement and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Services, or IP exceeds the scope of this license, or that you are attempting to hack or disrupt the use of the Platform, Services, or IP, or that you are otherwise interfering with the normal operation of the Platform or Services.
3.2 Community Policies, Codes of Conduct or Guidelines
We may establish policies, codes of conduct or guidelines that set our expectations for all users on the Platform. You will review and abide by the guidelines whenever using the Platform or Services, communicating with other Users or Spaces, or using or providing use of Spaces. If you believe that another User or Space is violating the policies, codes of conduct or guidelines, please email us at info@Third-Place.org. Third-Place shall have no duty to monitor compliance with, or to enforce the policies, codes of conduct or guidelines and shall have no liability for any violation of the policies, codes of conduct or guidelines.
3.3 Content
(a) Posting Content. You represent and warrant that you are authorised to provide content to the Platform and that any content you provide does not violate the proprietary, intellectual property or privacy rights of a third party. You may not provide any content that is copyrighted by third parties without their express permission. You grant Third-Place a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any content you provide to us. This grant includes our ability to use any content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above license, then you may not provide content to us. You agree to indemnify, defend and hold us harmless for any loss, damages, cost or expense incurred by us based on any third-party claims that content violates proprietary, intellectual property or privacy rights.
(b) Restrictions on Certain Content. You may never post any content that: (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other Users or Spaces; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising or misleading and deceptive conduct, privacy, or unlawful marketing; (iv) is intended to mislead or deceive, or is likely to mislead or deceive, is false or inaccurate, or misrepresents the nature or condition of a Space or a User; (v) contains marketing or promotional content unrelated to the details of a Space; or (vi) includes sensitive personal information, including payment, contact information, or personal account details.
(c) Notices. If you believe that any content posted violates your copyright or this Agreement, please notify us at info@Third-Place.org. This notice should identify the specific content and provide us with evidence of your ownership of the copyright, or authorisation to enforce the rights of the copyright owner, or the violation of the Agreement. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations at Law.
3.4 Privacy and Data Usage
Our Privacy Policy describes our collection, use, storage, and sharing personal information. This includes personal information included in content and information collected through use of the Platform or Services. We may anonymise, pseudonymise, or aggregate any information, including personal information or content, and use this information for any purpose including improvement of the Platform or Services, or creating or distributing public marketing collateral. Please read our Privacy Policy as it forms part of this Agreement.
4. User and Spaces Obligations
4.1 Listing Spaces - This section applies to Spaces
(a) Listings. When you List a Space, you must provide details about the venue and Space, including a description, the features, the cost of a Booking (including food or beverage if relevant) and what the User is getting for the cost, and any other relevant details as required by the Platform (collectively, “Description”). While it is important to communicate the benefits of your Space, the Description must be accurate and give potential Users a reasonably good understanding of how they may use the Space for their Booking and what the User is getting for the cost of the Booking. Descriptions may not include any additional contractual obligations, or alter a User’s legal liabilities from those described in this Agreement.
(b) Transacting with Users. All Spaces must comply with our policies, codes of conduct or guidelines when Listing a Space, providing a Description, and in transacting with Users. You are responsible for maintaining the Space and venue, so that Users may reasonably use them as provided in the Description and Booking. Spaces must be in good condition/working order and provided to Users in a safe, clean and usable condition as described.
(c) Conduct and Fees. As a Space, you are solely responsible for ensuring that the Space complies with all applicable Laws, including any local ordinances related to the condition, licensing, or registration of Spaces for use by Users, and payment of Fees and Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws and this Agreement at any time.
4.2 Booking Spaces and User Corporate Program - This section applies to Users
(a) Bookings. As a User, you should review the Description and availability to confirm they are appropriate for your Booking. The Platform allows you to confirm any details, or ask the Space any specific questions about the Space, or confirm details of a Booking, without sharing your personal contact information. Prior to Booking, you may need to provide payment information through the Platform. Fees will be shown before you complete your Booking, or in-store, or are otherwise contained in this Agreement. You are responsible for all Fees and Taxes associated with the Booking or the use of the Platform or Services, including our Tap or Scan & Pay feature and our access passes and employee reloadable passes. All Bookings are subject to our Cancellation and Refund Policy and the cancellation and refund policy listed on each individual Space’s Listing (if any).
b) User corporate, business, freelancer and worker program using access passes and employee reloadable passes: As a User, using our User corporate, business, freelancer and worker program for access passes and employee reloadable passes, you authorise us to obtain card(s) on your behalf and/or on behalf of your employees, agents or contractors, facilitated by The Card Network and Mastercard and issued by EML Payment Solutions Limited (“EML”) ABN 30 131 436 532, AFSL 404131 (for the Starter, Casual and Regular passes) and Corporate Prepaid Cards / Universal Gift Card and issued by EML Payment Solutions Limited ABN 30 131 436 532 AFSL 404131 (for the Employee Reloadable pass). You authorise us to have access to and be an admin on your TCN portal or Corporate Prepaid Cards / Universal Gift Card portal. You acknowledge and agree that you will and will procure that your employees, agents or contractors will only use the passes / card(s) in relation to Third Place. You agree to provide accurate and complete information about you and your business and you authorise us to share this information to TCN, Corporate Prepaid Cards / Universal Gift Card, Mastercard and EML Payment Solution. You agree to comply with the Card T&Cs. You acknowledge and agree that under no circumstances will Third-Place be held responsible or liable in connection with your use of the passes / cards and you agree to indemnify and hold Third-Place harmless for any loss or damage suffered or incurred by you or any third party in relation to the use of the passes / cards.
When you Book a Space, you are only provided a license to use the Space as described in the Booking and confirmed by the Space, subject to this Agreement and any Booking Agreement. A Booking does not provide you a lease or access or use of the Space beyond the Description and any specified time.
(c) Conduct and Fees. You must comply with our policies, codes of conduct or guidelines and any Booking Agreements throughout the Booking and use the Space only as permitted or agreed upon and consistent with the Description, and assure that any attendees with you do the same. During your Booking, you are responsible for: (i) the behaviour and acts of others in attendance with you that access the Space; (ii) ensuring that the use does not exceed any limitations identified in the Booking; (iii) complying with applicable Laws. You are responsible for and accept all liability for any loss, damage, cost or expense incurred by the Space during your Booking by yourself or others in attendance with you, whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur. You agree the Space and any equipment provided will be in substantially the same condition as provided to you, or as otherwise agreed in any Booking Agreement and consistent with the policies, codes of conduct or guidelines, and to promptly notify Spaces of any loss, damage, cost or expense caused to the Space, venue or amenities.
4.3 Required and Supplemental Insurance
Every User and/or Space will acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, cost, expense, injury, legal liability, and other harm specific to you, your business, those making a Booking and attending the Space and any third parties, and deciding what coverage, limits and providers are appropriate for you.
4.4 Cancellations and Refunds for Bookings
All cancellations and any refunds for Bookings that may be available to Users are subject to the payment of our Fees and all cancellations and refunds for Bookings are subject to our Cancellation and Refund Policy and the individual Space’s cancellation policy as identified on each individual Space’s Listing (if any). Third-Place is not liable for any refunds or any loss, damage, cost, fees, expense, or liability that is not in compliance with our Cancellation and Refund Policy or the cancellation policy for a Listing.
In the event that a confirmed Booking needs to be cancelled either by a User booking a Space, or by the Space itself, the following Cancellation and Refunds Policy applies. We strongly encourage both User’s and Spaces to communicate directly in the event of a cancellation as soon as possible and also immediately notify info@third-place.org to initiate a booking cancellation (and refund if required). This ensures a mutually beneficial outcome in a timely manner.
Third-Place may initiate any refunds, fees, or applicable payments in accordance with this policy, and we reserve the right to collect any Fees for cancellations in accordance with this Cancellation and Refunds Policy.
Unless otherwise agreed by Third-Place, you agree to the following cancellation policy terms:
|
Cancellation Date |
Refund Amount |
|
Booking request pending |
Full refund |
|
30+ days prior to booking start time |
100% |
|
7 calendar days or less to booking start time |
50% (unless otherwise agreed) |
|
Within 48 hours of booking start time |
Non-refundable (unless otherwise agreed) |
5. Termination, Disputes, and Binding Arbitration
5.1 Term, Termination, and Survival
(a) Term and Termination by User or Space. You consent to this Agreement when you first access or use the Platform or Services, and your continued use of the Platform and Services constitutes your ongoing consent to this Agreement as amended from time to time. You may terminate this Agreement by closing your Account with us, however, this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honour any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination.
(b) Suspension or Termination by Third-Place. We may suspend your Account, including your ability to communicate with other Users or Spaces, or receive payments, or complete a Booking, or we may terminate this Agreement and your Account at any time, including, without limitation: (i) if we believe that use of your Account poses a risk to Third-Place, you, other Users or Spaces, or other third parties; (ii) in connection with any actual or potential fraud by you or on your behalf; or (iv) in connection with your failure to comply with this Agreement, or any applicable Law.
(c) Survival. In addition to any provisions which are intended to survive termination of this Agreement, the following provisions will also survive termination of this Agreement: Sections 2.3 (Compliance with Laws), 2.4 (Fees and Taxes), 2.6 (Communication and Notices), 2.7 (Communication with Other Users), 3.1 (Ownership, License, Restrictions), 3.2 (Content), 3.4 (Privacy and Data Usage), Section 4.1 (Conduct and Fees) for Spaces, Section 4.2 (Conduct and Fees) for Users, 4.3 (Required and Supplemental Insurance), 4.4 (Cancellations and Refunds), Section 5 (Termination, Disputes, and Binding Arbitration), and Section 6 (Additional Legal Terms).
5.2 Binding Arbitration
This section describes how disputes or claims arising under this Agreement between you and Third-Place, or between you and another User or Space.
You agree to first attempt to resolve any disputes, disagreements, or claims that you have (“Dispute”) in good faith through the Platform. If you are unable to resolve the Dispute, you then will submit the Dispute to us at info@third-place.org. In our absolute discretion, we may: (i) require that you submit additional details regarding any Dispute; and/or (ii) hold any pending payments or reverse any payments already made to you and hold such payments pending final resolution of the Dispute. We will review the summary and communications made on the Platform. We may, but are not required to, also review communications made outside of the Platform (if any). Upon review and investigation, we will either: (a) provide you with our conclusion based on the summary provided, which you agree to accept as final and binding determination with the same force and effect as if determined through arbitration; or (b) require that the dispute is resolved through binding arbitration adjudicated by a third party. The party filing the Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Third-Place. As a part of the Dispute, you may also seek to recover these costs if you prevail. Any payments held by Third-Place pending final resolution of a Dispute shall be disbursed by Third-Place as determined by Third-Place, the arbitrator, or a court of competent jurisdiction.
5.3 Confidentiality of Proceedings
Any proceedings pursuant to this Section 5 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.
6. Additional Legal Terms
6.1 Right to Amend
We may amend or modify this Agreement at any time by posting the modified Agreement on our website or app (if any), sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this Agreement constitutes your consent to the revised Agreement.
6.2 Cancellations
Third-Place is not responsible or liable for non-performance caused by communication failures or non-performance of Spaces.
Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to our Cancellation and Refunds Policy, together with any individual Space’s cancellation and refund policy as set out in the Listing (if any). Please review it carefully before Booking a Space.
6.3 No Assignment
You may not assign this Agreement or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this Agreement with or without notice to you as part of a sale or transfer of part or all of our business (including any change in control). Any permitted transfer will inure to the benefit of and bind any successors in interest.
6.4 Disclaimers
Third-Place provides the platform and services to list and book spaces, and communicate with other users and spaces. We are not responsible to you or any third party for providing, or for the condition or nature of, any space, venue or amenities. Spaces and users are independent third-parties and are not affiliated, controlled by, or employed by Third-Place. Spaces set their own prices, use their own facilities and resources, and may condition use of spaces as they feel is appropriate for their business.
You understand and agree that use of the platform and services are at your own risk. Third-Place is not responsible for performing and does not perform background checks on Users or Spaces (including criminal or civil checks). Third-Place does not review the condition of spaces, venues or amenities or ensure that they comply with existing law, meet any specific requirements, or are consistent with their description and does not guarantee performance of any User, Space or third party. Any information provided to you regarding Users or Spaces is only provided to facilitate your use of the Platform and Services and is provided on an “as is” and “as available” basis without any representation or warranty. Third-Place disclaims all representations and warranties, express and implied, that any information provided through the Platform or Services is accurate or complete, or that any Users or Spaces will be provided to you as described. Third-Place disclaims all responsibility for and liability resulting from the negligence, intentional misconduct, or criminal activity of all Users, Spaces or third parties, or any injury or property damage that occurs to you, third parties, or property while accessing or using Spaces, the Platform or the Services.
The Platform and Services are provided to you on an “as is” and “as available” basis without any guarantee or warranty of any kind, expressed or implied, including without limitation warranties of merchantability, fitness for a particular purpose, suitability for your particular use, or non-infringement. Without limiting the foregoing, we disclaim that the Platform or Services are free from error or viruses; that they will never cause harm; that they meet or will be suitable for your needs or requirements; that they are always available; or that they accurately represent Spaces. We expressly disclaim any obligation to correct errors, even those that we are aware of, and may choose to discontinue operation of the Platform or Service, or features of either, at any time.
6.5 Representations and Warranties
By opening your Account or using the Platform or Services, you represent and warrant that: (a) you are authorised to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate, complete and not misleading or deceptive; (d) you will not use the Platform or Services in violation of Law or the policies, codes of conduct or guidelines, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorised to provide any content to us.
When using the Platform or Services as a Space, you further represent and warrant that: (a) you are permitted under applicable Laws to List any Spaces provided; (b) your Listing of a Space and the Space itself comply with applicable Laws; and (c) you will reasonably facilitate the use of, and not obstruct the use of, the Spaces as Booked by Users.
When using the Platform or Services as a User, you further represent and warrant that: (a) you will comply with any Laws, this Agreement, the Booking Agreements and the Card T&Cs; (b) you will not use Spaces in a manner that violates Laws, or our policies, codes of conduct or guidelines, or that facilitates the violation of either by third parties; and (c) that any payment credentials provided to us may be used as described in this Agreement.
6.6 Indemnities
You agree to indemnify, defend and hold Third-Place and its owner(s), officers, agents, members, information providers, attorneys, or affiliates (collectively, “Third-Party Affiliates”) harmless against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to: (a) for Spaces, the provision of your Space, and for Users, the use of Spaces; (b) content you provide through the Platform; (c) your failure to comply with Laws or this Agreement; (d) your providing of information to us that is inaccurate or incomplete; (e) your breach of any of your obligations under this Agreement; (f) any contract or other agreement between you and any other User or Space; (g) any contract or other agreement between you and any third party. This indemnification will survive termination of this Agreement.
7. Limitations of Liability
You agree that, except to the limited extent of the Third-Place fees (as defined below), under no circumstances will Third-Place or its owners, officers, agents, members, information providers, attorneys, or affiliates be liable to you or any third party for any loss, damages (whether direct, indirect, general, compensatory, incidental, consequential, special, punitive, exemplary or otherwise), injury, claim or liability of any kind or character based upon or arising from your use of, or inability to use, the Platform or Services, or Spaces, even if we have been advised of the possibility of loss or damage. If you are dissatisfied with the Platform or Services, or any content contained therein, your sole and exclusive remedy is to discontinue using the Platform and Services.
As used herein, “Third-Place fees” shall mean the amount paid by you and retained by Third-Place as net Fees during the previous 3 month period (excluding any amounts that were paid or payable to Spaces, or amounts loaded onto passes / cards as credits), for use of the Platform or Services.
The limitation of liability set forth above applies to the extent permitted by law.
8. Entire Agreement, Interpretation & Governing Law
This Agreement constitutes the entire agreement between you and Third-Place governing your use of the Platform or Services. This Agreement supersedes all prior understandings or agreements between you and Third-Place. As between you and Third-Place, this Agreement prevails over any conflicting terms in a Booking Agreement and Card T&Cs except where expressly or impliedly stated or provided otherwise or agreed upon in writing between the parties.
(a) Any monetary amounts described in this agreement will be in AUD and “$” will be read to mean Australian dollars.
(b) The parties agree to submit to the exclusive jurisdiction of Victoria, Australia and the governing law is that of Victoria, Australia.