Meeting Hub Standard Terms

1. Definitions

a. “The Platform”, “ Service” or “Software” is the venue booking platform developed by Us

b. “Contract” or “Agreement” means this Agreement

c. “Inventory” means information relating to the venues, location and its bookable assets including rates, images and metadata

d. “Effective Date” means the date this agreement is signed, entered into or any other date as agreed between the parties

e. “You” and “Your” refers to the individual or individuals or Company accessing the Service and includes your customers

f. “We”, “Us” or “Our” refers to Meeting Hub Australia Pty Ltd

g. “Plan” refers to the The Platform plans and subscriptions as amended from time to time and published on Our website

h. “Space”, “Bookable space” refers to the number of Spaces configured in The Platform by You which in conjunction with the Plan selected by You form the basis of calculating Your Fees;

2. General

a. This agreement represents the entire agreement between the parties and supersedes all prior agreements, understandings, whether written or oral, relating to your use of The Platform and it should be read in conjunction with the Meeting Hub End User License Agreement (EULA) available on our website

b. This Agreement sets out the terms upon which We will provide the Service and the terms upon which You will use the Service. By accessing the Service you:

i.     accept the terms and conditions set out in this Agreement

ii.     agree to be bound by these terms and conditions

iii.     agree to fulfil your obligations of the Agreement

iv.     acknowledge that you are duly authorized to enter into this Agreement whether as an individual or as a representative of an organization

v. If you do not agree to the terms of this Agreement, do not use The Platform, Software or Service

3. Term

a. The Contract term shall be as outlined in the Agreement “Initial Term”

b. Unless terminated in accordance with This Agreement, The Contract will automatically renew for a subsequent term “Renewal Term”, equal in duration to the Initial Term

c. Any renewal of the contract will be on the same terms as this Contract, including the same automatic renewal provision

d. Both the Initial Term and any Renewal Term are collectively referred to as “The Term”

4. Termination

a. The required written notice period to terminate this agreement by either party is dependent on the length of the Initial Term:

 i.     If the Initial Term is month to month, the required written notice is 30 days

ii.     If the Initial Term is 12 months the required written notice is 3 months

b. If the termination date is less than The Term you agree to pay a fee “Early Termination Charge” for the Service calculated as follows:

 i.     The monthly fee equals the average monthly fee for the preceding three (3) months prior to notice of termination calculated as follows

ii.     The monthly fee x Remaining Term of the agreement equals the Early Termination Charge payable by you to us

iii.     If you terminate your service prior to three (3) months then the termination charge shall be equal to the last monthly fee x Remaining Term of the agreement

c. You agree that the Early Termination charge is fair and reasonable compensation to Us as a result of such early termination

d. Written notice should be sent to info@meetinghub.com.au

e. Either party may terminate this agreement at any time with immediate effect by notice in writing to the other party on or any time after the occurrence of any of the following events:

 i.     the Defaulting Party goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;

ii.     a receiver is appointed in respect of the whole or any part of the assets of the Defaulting Party;

iii.     the Defaulting Party threatens to do any of the things listed in this clause (4e) or an administration order is made against the Defaulting Party or any similar occurrence under the laws of any jurisdiction affects the Defaulting Party.

f. We may terminate this agreement at any time with immediate effect by notice in writing to you. Without prejudice to any other rights, We may terminate this Agreement if:

 i.     you fail to comply with the terms and conditions of this Agreement

ii.     you, or your employees or agents, or customers, do anything (or allow anything to be done) that damages or affects the operation of the Service

iii.    you have signed up for a Free Plan and there is no activity (Live Bookings) on your Account after a period of ninety (90) days

g. In such event, We will cease providing the Service immediately. We will not be responsible for any loss incurred whilst you identify and transition onto a new Service with an alternative provider and we are under no obligation to continue to provide you with The Platform or Service whilst you identify and transition to an alternative provider

h. Prior to termination of this agreement You are responsible to take backups of all necessary data within The Platform that you require. We are not obligated to retain any booking, payment or transaction data after termination of this agreement

5. Payment of License and Support fees

a. You agree to pay Us any Software License, Subscription, Meeting Hub Plan or Support fees (“Fees”) as per our Proposal to you or as outlined within this Agreement

b. Payment will start from the Effective Date of this agreement irrespective of whether you begin using the service on that day

c. Fees are based on the number bookable spaces configured by You in the Software at the time of billing

d. We provide for two methods of payment:

 i.     Credit Card; or

ii.     On Account (Invoice)

e. Invoices will be sent with a link allowing You to setup and configure Auto Payment via Credit Card or alternatively they can be paid via EFT with prior agreement

6. Payment terms and varying Plans

a. Invoices will be issued either on the first of each month, or on your anniversary of entering into this Agreement and must be paid in full within 14 days of issue via one of the approved payment methods

b. When paying by invoice the first or last month(s) will incur a prorata charge based on a 30 Day billing cycle, when paying by Credit Card your Credit Card will be charged monthly based on the date you entered into this Agreement

c. Where you pay for the Service and or Setup thereof by continuing credit card instalment payments, you acknowledge:

 i.     Your nominated credit card will be debited on a date / cycle determined by Us typically monthly based on the date you started your Service. The payment amount will be based on your use of the Platform and your chosen Plan and configured Spaces which can be varied from time to time by You. Upon variation of the number of bookable Spaces or Plan you authorize Us to vary your Fees accordingly from the next billing cycle

ii.     That We are authorized to deduct all due payments on the dates on which they are required to be made

iii.     Any dishonoured payments may incur a $25.00 dishonour fee at our discretion

iv.     Where you wish to stop any credit card instalment payments to Us (after the applicable termination notice period), you must notify Us in writing of such decision

v.     You must notify Us if you lose or replace your credit card

vi.     You must notify Us of your new credit card details if and when they are modified

vii.     If you are on a month to month agreement you can vary your Plan not more than once each billing cycle

viii.     If you are on an annual agreement you can increase your Plan which will then apply for the remainder of your Term, however in order to reduce your Plan you will be charged an Early Termination Fee as though the service was begin terminated and a new Agreement must entered into

7. Non payment

a. If the credit card payment fails or you do not pay your Fees, and you do not remedy this within 14 days of the due date, in the event that we are not paid in accordance with these terms, in addition to any other action we may take under this Agreement (including, without limitation, the suspension, disconnection or termination of your access to use the Service or the receipt of support from us), we may charge interest calculated at 2.5% or at the rate disclosed on the invoice of the overdue amount on any overdue amount of any invoice.

b. We may also recover from you all legal and other costs incurred by us, arising from the collection of any overdue amount

8. Client Agrees & is responsible for

a. Providing all necessary Inventory information and for loading inventory information unless this service has been requested from Us

b. All additional venues, locations or bookable spaces which You acquire can be added to the contract during The Term and then form part of The Agreement including any Termination calculation

c. The Initial term commences from the Effective Date irrespective of whether You begin using The Platform or not

d. You are responsible for any and all costs associated with:

 i.     Level 1 & 2 end customer and user support

ii.     Training Your staff & customers to use The Service

iii.     Pay all Fees, as varied from time to time in accordance with this Agreement, when they fall due, and understand that if you fail to do so, in accordance with this Agreement we may suspend, disconnect or terminate your access to the Software, Service or our Support

9. We agree and are responsible for

a. Provision of The Platform, Service and Support

b. Provision of Level 3 support to Your nominated point of contact

10. Availability and Maintenance

a. You expressly acknowledge that due to circumstances often beyond the control of Us, including (but not limited to) software viruses, power failure, electrical or topological interference, software malfunction, tampering by unauthorised persons and the actions and omissions by suppliers of telephone or internet services, or other third parties the Service may not operate as designed

b. While we will endeavour to ensure that the Software and Service will be available for use, we do not warrant that the Software or Service will be available at all times or at any specific times

c. System maintenance is carried out on a regular basis and where possible outside of business hours to minimize disruption wherever possible

d. During periods of system maintenance the Software and System is not available for use and we are not required to notify You or any system maintenance nor does any maintenance or unavailability represent a failure for Us to meet our obligations under the Agreement

11. Support

a. We will provide support for the Software and Service to you in accordance with the terms of this Agreement. Support is provided during normal working hours (9am – 5pm) AEST, Monday to Friday, excluding public holidays

b. All support requests must be logged via the Helpdesk support@meetinghub.com.au and these will be resolved on a ‘best efforts and as soon as possible basis’ but we do not warrant that any support request will be resolved within a particular time frame

12. Marketing

a. Each party may include the other party’s name or logo in a list of its clients, vendors, or service providers

b. Each party may make reference to the other in an initial press release, provided that any use of the other party’s trade mark(s) retain proprietary notices and/or are properly attributed to their owner and also provided that any such press release will require the review and prior written consent of both parties, which shall not be unreasonably withheld, conditioned, or delayed

c. You agree (with reasonable right to refuse) to:

 i.     allow us to include a brief description of the services furnished to you in our promotional materials, and

ii.     allow us to make reference to you in case studies, ROI analyses, white papers and related marketing materials, and

iii.     serve as a reference for our potential clients, and

13. Amendments to this agreement

a. We reserve the right at our sole discretion to amend the terms of this Agreement from time to time.

b. You will be notified of these amendments via email

c. Your continued use of the Service following such amendment will represent an agreement to be bound by the terms of this Agreement as amended

14. Assignment

a. We may assign or novate our rights and obligations under this agreement without your consent and you agree to execute any document we reasonably request to give effect to an assignment or novation. You may not assign or novate any of your rights and obligations without our consent (which will not be unreasonably withheld however it remains at our discretion subject to conditions).

b. In the event of a change in control affecting You or Your business, this Agreement shall survive and all rights will automatically be assigned to the new party and you warrant that you will make any new party aware of its ongoing obligations under this Agreement as part of standard due diligence processes

15. Force Majeure

a. “Force Majeure” means acts of God, war, hostilities, act of terrorism, riot, fire, explosion, accident, flood, sabotage, raw materials or labour strike, lock-out or injunction compliance with governmental laws, regulations or orders, or any other cause whether or not of the class or kind enumerated which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected;

b. If either party is prevented or delayed from performing any of its obligations under this Agreement by Force Majeure, then:

 i.     its obligations under this Agreement (or, where the Force Majeure only affects some of the Services, such obligations as relate to those Services) shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed;

ii.     the parties shall, without prejudice to the other provisions of this Clause consult with a view to taking such steps as may be appropriate to mitigate the effects of such Force Majeure;

iii.     that party shall use all reasonable efforts to mitigate the effects of the Force Majeure upon the performance of its obligations under this Agreement.

c. If any Force Majeure prevails for a continuous period in excess of 1 month, either party shall be entitled to terminate this Agreement in its entirety (if all Services are affected by Force Majeure) or in part (insofar as it relates to the Services affected by Force Majeure) by giving not less than 1 months notice in writing to the other party.

d. We accept no liability for any failure to comply with this Agreement where such failure is due to circumstances beyond our reasonable control

e. If any Force Majeure prevents You from enjoying full benefit of The Platform this will not be deemed to release You from your obligations of this Agreement, including payment of Fees associated with The Platform even if you are unable to use it due to a Force Majeure event

16. Governing law

a. If you use the Service in Australia, this Agreement is governed by the laws of the State of New South Wales. If you use the Service outside Australia, then Australian laws will still apply. In the event that this Agreement conflicts with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain valid and intact;

b. The failure of either party to assert any right under this Agreement shall not be considered a waiver of any that party’s right and that right will remain in full force and effect; You agree that without regard to any statue or contrary law that any claim or cause arising out of the use of this Software or Service must be filed within one (1) month after such claim or cause arose or the claim shall be forever barred;

17. Severability

a. Any provision found to be unenforceable by a court or tribunal will be severed from this Agreement.

b. Such severance will be as narrow as possible and may not affect the remainder of this Agreement in such action and other actions, unless the court or tribunal also finds, on the request by you that without such provision as originally written, the Agreement is not likely to meet the reasonably commercial expectations of us or you and in such case, the court or tribunal will enter an equitable judgment of rescission, termination or reformation of this Agreement as necessary to reach an equitable result.