Terms of Service

These Terms of Service ("Terms", "Agreement", "License Agreement") constitute a legally binding agreement between you ("Licensee", "Member", "User", "you") and Thinkspace Limited ("Licensor", "Thinkspace", "Company", "we", "us", "our"), a company incorporated under the laws of New Zealand (Company Number: 2298832), regarding your use of our coworking facilities, services, and amenities (collectively, the "Services").

Nature of Agreement: This Agreement constitutes a license to use shared workspace facilities and does not create a tenancy, lease, or any interest in land. For all Licensees other than Virtual Licensees, Thinkspace permits the Licensee to share with Thinkspace the use of the designated Area and to have access in common with Thinkspace and other persons permitted by Thinkspace to use any common areas which form part of the Premises, provided that the common areas are used solely for the purposes for which they are respectively provided.

By accessing, using, or applying for membership at any Thinkspace location, executing this Agreement, or making payment of the License Fee, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use our Services.

Headlease Acknowledgment: The Licensee acknowledges that this License Agreement may be a sub-license and that Thinkspace may be a lessee pursuant to a headlease. The Licensee acknowledges awareness of the provisions of any applicable headlease and agrees to observe, obey and perform all terms, covenants and conditions contained therein. This License Agreement is dependent and conditional upon any headlease, and if the headlease is terminated for any reason, this License Agreement shall also immediately terminate without prejudice to any other rights.

"Area" means the specific workspace, office suite, or workstation allocated to the Licensee, whether dedicated or shared, as specified in the Agreement Details.

"Approved Purpose" means lawful business activities consistent with professional office use and compliant with all applicable laws, regulations, and building requirements.

"Commencement Date" means the date on which the License commences as specified in the Agreement Details or membership confirmation.

"End Date" means the date on which the License terminates as specified in the Agreement Details or upon proper notice of termination.

"Facilities" or "Premises" means all Thinkspace premises located at Downtown Auckland, Parnell, Ponsonby, Mount Eden (Dominion Road), Onehunga, and Botany, including all common areas, private offices, meeting rooms, amenities, and equipment therein.

"House Rules" means the rules and regulations made and published by Thinkspace for the management of the Area and the Premises, including the Fair Use Policy, IT Policy, Safety and Security Policy, and parking arrangements, as updated from time to time.

"License Fee" means the monthly or periodic fee payable by the Licensee for the use of the Area and Services as specified in the Agreement Details.

"Membership" means the contractual right to access and use the Facilities subject to these Terms, including Virtual, Dedicated Desk, and Private Office arrangements.

"Member Property" means all personal property, equipment, documents, and belongings brought to the Facilities by Members or their guests.

"Security Deposit" means the amount paid by the Licensee as security for performance of obligations under this Agreement, typically equivalent to one month's License Fee plus GST.

"Services" means all services provided by Thinkspace including but not limited to the Inclusions and any additional services as outlined in Section 3 of this Agreement.

3.1 Membership Types and License Grant

Thinkspace offers various membership tiers including Virtual Office, Dedicated Desks, and Private Offices. In consideration of the payment by the Licensee of the License Fee, Thinkspace grants the Licensee a non-exclusive, non-transferable license to use the designated Area and Services according to the membership type selected.

3.2 Standard Inclusions for Physical Licensees

Thinkspace shall provide the following services (the "Inclusions") during normal operating hours for Physical Licensees:

• Regular cleaning service: 5 times per week
• Furnished office suite or workstation (desk, storage, chair)
• 24-hour building access via key tag for authorized personnel
• Common facilities: toilets, kitchenette, lounges, reception and break-out areas
• Self-service refreshments: coffee, tea, milk
• Fibre internet: up to 50GB of data transfer per desk/per month free of charge (non-transferable)
• Security: Swipe tag secure access system and CCTV monitoring
• Use of office bicycles and helmets (subject to availability)
• All utilities including electricity and water
• Air conditioning: heating and cooling
• Meeting room access according to membership tier (tokens or free usage as specified)

3.3 Additional Services

The following services are available in accordance with our published rates (as updated from time to time):

• Office supplies and stationery
• Photocopying, printing, and scanning services
• Food and beverage services beyond standard refreshments
• Large boardroom and conference room usage
• Additional internet connectivity packages
• Mail handling and forwarding services
• Administrative support services
• After-hours access for guests
• Parking arrangements (subject to availability)

3.4 Membership Application and Approval

All membership applications are subject to approval at Thinkspace's sole discretion. We reserve the right to refuse membership to any applicant without providing reasons. The License is personal to the Licensee and may not be transferred, assigned, sub-licensed, or shared without prior written consent from Thinkspace. The Licensee may be required to provide a Guarantor acceptable to Thinkspace.

3.5 Membership Duration and Terms

Unless otherwise specified in the Agreement Details, memberships operate on a month-to-month basis following any initial term. Where the License Agreement is month-to-month, either party may terminate it by giving one (1) month's written notice to the other. Fixed-term agreements shall convert to month-to-month upon expiry unless terminated or renewed.

4.1 License Fee Payment

The Licensee shall pay during the term of the License Agreement all charges for License Fees and Services rendered by Thinkspace at the rates stipulated. The Licensee shall, prior to the first working day of each month, pay to Thinkspace monthly in advance whether demanded or not (and by monthly direct debit if required) the License Fee and any additional Connectivity or payment for any other Services specified. All fees are exclusive of GST unless otherwise stated.

The first proportionate payment is to be made on the signing of this Agreement for the period from the Commencement Date to the end of the first calendar month. Each month thereafter, payment is to be made monthly in advance.

4.2 Security Deposit

Upon receipt of a Security Deposit to hold an Area, the Area will not be made available to any other party for up to 30 days. The Security Deposit is non-refundable if the Licensee does not proceed with this License Agreement.

The Security Deposit is lodged as security against default by the Licensee and for the Licensee's liability for the License Fee and Services. Thinkspace shall be entitled to deduct from the Security Deposit any monies owed or apply it towards satisfaction of any amount payable to Thinkspace or third parties in respect of this License Agreement.

The Security Deposit is refundable only after written request has been made by the Licensee with forwarding address and payee details. Demand for refund cannot be made less than 30 days after termination and not before the Licensee has complied with all obligations. If the Licensee fails to demand refund within 360 days after termination, the Security Deposit shall be deemed forfeited to Thinkspace absolutely.

4.3 Late Payment and Default

In the event that the Licensee does not pay the total amount as stated on the invoice, Thinkspace shall be entitled to:

• Require the Licensee to vacate the Area within seven (7) days
• Withdraw and stop all services including Connectivity services
• Enter the Area and change the lock without prior notice
• Claim all costs associated with recovering monies owed
• Claim against any Guarantor for outstanding amounts

If any amount is not paid within 7 days of the due date, all monies owed become immediately due and payable, including the value of any incentive provided. An administration charge of $50 and late payment fee of 2% above the prime overdraft rate charged by our bankers calculated daily may be imposed. The Licensee will be liable for all expenses incurred in recovering amounts, including commercial agent commissions and legal costs.

4.4 Fee Review and Variation

Thinkspace reserves the right to change, review or vary the charges for Services on the giving of one month's notice in writing. Such new charges shall apply from the first day of the calendar month after notification. Cancellation of any Direct Debit without written notification to Thinkspace constitutes a fundamental breach of this Agreement.

4.5 No Set-Off

The Licensee is not entitled to set off against or deduct from the License Fee any sums owed or claimed to be owed to them by Thinkspace. All payments must be made in full without deduction.

5.1 Licensee's Rights

The Licensee shall be entitled to:

• Use the designated Area for the Approved Purpose during the term of the License
• Use (in common with other Licensees) the shared spaces including lounges, meeting rooms, kitchens, and bathrooms
• Have access to the Area 24 hours a day each day of the year (for authorized personnel)
• Receive the Services and Inclusions according to their membership tier

5.2 Use Restrictions and Prohibited Activities

The Licensee shall NOT:

• Impede or interfere with Thinkspace's right of possession and control of the Area
• Use the Area otherwise than for the Approved Purpose or permit use for any illegal activity
• Install furniture or equipment without prior written approval from Thinkspace
• Alter or damage the Area, partitioning, or any fixtures or fittings
• Install third-party telephone products, IP telephones, or communication devices without written permission
• Offer employment to or hire any Thinkspace staff during the term and for six months thereafter
• Provide Services to other Licensees that compete with Thinkspace Services
• Assign, sub-let, or part with possession of the Premises or Area
• Interfere with the conduct of Thinkspace's business
• Sleep or permit anyone to sleep on the Premises
• Hold any sale by auction on the Premises
• Smoke in any indoor areas
• Use the Premises for any immoral or illegal purposes
• Conduct activities requiring special licenses without obtaining such licenses
• Engage in manufacturing, industrial processes, or retail sales

5.3 Licensee's Obligations

The Licensee SHALL:

• Observe, comply with and adhere to all House Rules updated from time to time
• Maintain sufficient public liability insurance
• Maintain adequate insurance for all fixtures and equipment in the Area
• Immediately notify Thinkspace of any damage, accident, defects, theft, or loss
• Ensure rubbish is not accumulated and is regularly removed appropriately
• Return all keys and access cards upon termination
• Maintain professional conduct and respect for other Licensees

5.4 Staff Non-Solicitation

If the Licensee employs any Thinkspace staff member during the term or within six months thereafter, the Licensee shall pay Thinkspace within 7 days a recruitment fee equal to 50% of the said staff member's first year gross salary or hire costs including guaranteed bonuses or benefits in kind.

5.5 Guests and Visitors

Members may bring guests subject to advance registration and supervision requirements. All guests must sign in and remain accompanied by the Member at all times. The Member is fully responsible and liable for their guests' conduct, compliance with these Terms, and any damages caused.

5.6 Telephone and IP Addresses

The Licensee acknowledges that Thinkspace owns all telephone numbers and IP addresses allocated to the Licensee. These are only made available while the Licensee has an active Agreement with Thinkspace and cannot be transferred or retained after termination.

6.1 Meeting Room Access

Meeting room access is governed by our token system and booking policies. Physical Licensees receive complimentary access to standard meeting rooms subject to availability and pre-booking requirements. Large boardrooms and conference facilities are available at additional rates.

6.2 Service Charges

Where Thinkspace provides Additional Services to the Licensee, Thinkspace shall be entitled to charge monthly in arrears except for Connectivity services which are paid in advance. On receipt of invoice, all Services are to be paid on or before the 1st day of the upcoming month.

6.3 Dispute Resolution

The Licensee must notify Thinkspace in writing of any invoice dispute and reasons within 7 days of the invoice date. If parties agree there is a disputed amount, the Licensee shall pay the undisputed portion on or before the due date while the dispute is resolved.

7.1 Comprehensive Indemnification

The Licensee shall indemnify and keep indemnified Thinkspace and its respective officers, employees, and agents from all claims, liability, loss, damages, and costs (including legal costs on a solicitor-client basis) incurred by Thinkspace which arise out of:

• The use or occupation of the Area or Services by the Licensee or their guests
• Any breach of this Agreement by the Licensee
• Any negligent act or omission by the Licensee or their employees, agents, or invitees
• Any violation of applicable laws or regulations

7.2 Personal Property and Risk

Thinkspace is not responsible for the theft of or damage to any equipment, chattels, or goods while the Licensee is a tenant. Members store personal property entirely at their own risk. Thinkspace, its employees and agents (except in cases of negligence or willful misconduct) shall be expressly indemnified for any theft, loss, or damage from the Premises howsoever occurring.

Thinkspace does not accept any responsibility for any furniture, personal effects, or belongings left in the Area after termination and has the right to dispose of such property at the cost of the Licensee.

7.3 Technology and Data Loss

Thinkspace shall be expressly indemnified against any loss, damage, or corruption of data, loss of information from communications or data failure including voice, communication, and internet services. The Licensee shall not be entitled to compensation for any failure of data security, computer systems, or Thinkspace's inability to provide Services due to breakdown, strike, delay, or failure of staff to perform duties.

7.4 Insurance Requirements

The Licensee shall maintain:

• Sufficient public liability insurance with minimum coverage of NZ$2,000,000
• Adequate insurance to cover all personal property, fixtures, and equipment
• Any other insurance required by law or reasonably requested by Thinkspace

Thinkspace shall have the right to obtain copies of insurance policies upon request.

7.5 Limitation of Liability

To the maximum extent permitted by law, Thinkspace's total liability for any claim shall not exceed the total License Fees paid by the Licensee in the three (3) months preceding the claim. Thinkspace shall not be liable for any indirect, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data.

7.6 General Lien

Thinkspace shall have a general lien on all property of the Licensee physically situated in any Area or on the Premises as security for all monies owed by the Licensee under this Agreement.

All intellectual property rights in the Facilities, equipment, systems, and Thinkspace branding remain the exclusive property of Thinkspace or its licensors. Members may not use, reproduce, or distribute any Thinkspace intellectual property without express written permission.

Thinkspace collects and processes personal information in accordance with the Privacy Act 2020 and our Privacy Policy. By accepting these Terms, Members consent to the collection, use, and disclosure of personal information as outlined in our Privacy Policy.

10.1 Termination by Licensee

Where the License Agreement is month-to-month, the Licensee may terminate by giving one (1) month's written notice. For fixed-term agreements, the Licensee will be released from obligations prior to the End Date only upon payment to Thinkspace of the full License Fee for the unexpired term together with all outstanding invoices.

10.2 Termination by Thinkspace

Thinkspace shall have the right to terminate this Agreement immediately if:

• The Licensee fails to pay the License Fee or Services within seven (7) days after invoice date
• The Licensee breaches any term and fails to remedy within 7 days of request
• The Licensee breaches a material term incapable of remedy
• The Licensee is declared bankrupt or insolvent
• The Licensee makes any assignment for the benefit of creditors
• At the end of the License term

Upon such breach, Thinkspace may withhold Services (including telephone and internet access), re-enter the Area without notice, exercise its general lien over property, or at its discretion continue the Agreement as month-to-month.

10.3 Vacation Requirements

Upon termination, the Licensee shall:

• Promptly and peacefully give vacant possession of the Area
• Return the Area in the condition and state of repair required by this Agreement
• Hand over all keys and access cards
• Remove all personal property (items left will be disposed of at Licensee's cost)
• Pay a per-person termination fee based on maximum occupancy during tenancy
• Pay a make good/restoration fee (minimum $600) only if the Area is not returned in its original condition (fair wear and tear excepted) or requires repairs/deep cleaning
• Pay License Fees for the time taken to restore/clean at applicable rates

10.4 Post-Termination

Unless agreed otherwise, post received on behalf of the Licensee shall be held for up to two weeks and thereafter returned to sender at Thinkspace's discretion. The Licensee must pay on demand the cost of replacing any lost keys or access cards and any locks changed by Thinkspace.

10.5 Holding Over

Unless either party gives at least one month's written notice demanding or giving vacant possession on the expiration date, the License Agreement shall continue as a periodic month-to-month arrangement at current market rental determined by Thinkspace in its absolute discretion.

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, or pandemic restrictions. During such events, Thinkspace will endeavor to provide alternative arrangements where possible.

Where a Guarantor is required, the Guarantor(s) unconditionally agree jointly and severally with the Licensee to be liable to Thinkspace for:

• Payment of the License Fee and all other monies payable by the Licensee
• Due performance and observance of all terms and conditions by the Licensee

Thinkspace may grant indulgences to or compound, compromise, or release the Licensee without releasing or affecting the Guarantor's liability. The guarantee shall not be terminated by the death of a Guarantor. If the Licensee fails to execute this Agreement, the Guarantor(s) shall be primarily liable for all monies expressed to be payable.

Any written notice required shall be deemed served on the Licensee if delivered to the Premises or posted to the last known address (deemed served on the second working day after posting). Notice shall be deemed served on Thinkspace only if hand delivered to Thinkspace marked attention 'the Manager' or sent via registered email to [email protected].

This Agreement is governed by and construed in accordance with New Zealand law. Any disputes shall be subject to the exclusive jurisdiction of the New Zealand courts. The parties submit to the jurisdiction of the courts of Auckland, New Zealand.

15.1 Amendments

Thinkspace may amend these Terms at any time by providing thirty (30) days' written notice. Continued use of the Services after notice constitutes acceptance of the amended Terms. No modification shall be valid except as agreed by both parties in writing.

15.2 Personal License

This License is personal and is not assignable by the Licensee. The Licensee shall not share or part with possession of the Area without prior written consent from Thinkspace.

15.3 No Representations

The Licensee confirms that Thinkspace has not made any representation or warranty as to the fitness and suitability of the Area or Services for any particular purpose. The Licensee has not relied upon any warranty or representation except those expressly set out in this License.

15.4 Joint and Several Liability

Where the Licensee comprises more than one individual or entity, such parties shall be jointly and severally liable to observe and perform all obligations under this License.

15.5 Waiver

No waiver of any default shall be implied from any failure by Thinkspace to take action. The failure to enforce any provision shall not be treated as a waiver of that provision nor affect the right to subsequently enforce it.

15.6 Severability

If any provision is invalid, void, illegal, or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.

15.7 Entire Agreement

This License supersedes any prior agreements and embodies the entire agreement between the parties. Any description, illustration, and performance of Services in catalogues, marketing materials, or advertising does not form part of this agreement unless expressly set out herein.

15.8 Fitness for Purpose

Any representation about fitness for purpose is made for general guidance only. The Licensee must fully satisfy themselves that the Area and Services will meet their requirements and be suitable for their intended purpose.