Membership Agreement

Terms of Agreement

This Agreement is between the User and Rubberdesk and describes the nature of the relationship between the parties and their obligations.

Rubberdesk is an online platform where businesses can rent work space, typically but not exclusively for short term ranging from one month to one year and rolling.

Rubberdesk is a self-service platform, where Hosts list Space available to be licensed by Guests. Guests can locate Space fulfilling their needs. Hosts and Guests can discuss licensed use of the Space and complete their sharing objectives together.

Definitions

Booking: means the agreed rental of a Space between Host and Guest.
Booking Amount: means the value paid by the Guest to license a Space.
Facilities: mean all services which are provided by the Host, as being available for use by the Guest.
Fees: mean the Rubberdesk charges for use of the Service.
Guest: means a Guest Referral who enters into a Licence Agreement for the Space with the Host.
Guest Referral: means Guests, persons or corporations whose details Rubberdesk has sent to the Host by email and who Rubberdesk believes are interested in licensing Space from the Host.
Host: means the Principal to the Membership Agreement.
Licence Agreement: means any agreement between Host and Guest in relation to the Space.
Licence Rate: means the rate used to calculate the Booking Amount and shown on the Listing or provided to the Guest by the Host.
Listing: means the description of the Space in the form of a webpage on the Site or as provided to the Guest in written form.
Service: means all the functions performed by Rubberdesk as a platform to connect Hosts and Guests and facilitate the Booking of Space.
Space: means the area to be rented by the Host.
Standard Booking Amount: means the Booking Amount without deductions, incentives, offers or rebates offered by the Host to the Guest for the licensed use of the Space.
User: means anyone using the Site.
We, Our & Us: mean Rubberdesk UK Ltd.
Website & Site: mean the website www.rubberdesk.co.uk and alternative domain extensions to www.rubberdesk

Acceptance of Agreement

This Membership Agreement (the Agreement) is accepted by the User when clicking the accept checkbox at login, sign up or by electronic signature (Accepted). The Agreement takes effect and is Accepted from when Accepted or when the Host first created a Listing on the Site, whichever is the earlier. By accepting the Agreement the User represents and warrants that:

They have read this Agreement.
They have the authority to enter into the Agreement.

Rubberdesk Fee Schedule

Listing a Space on the Site is free.

Rubberdesk Fees are paid by the Host upon Booking.

Rubberdesk Fees are 10% (+VAT) of the Booking Amount over the first twelve months, from the start date of the Licence Agreement, including expansions or additional space procured in the first twelve months (unless otherwise agreed in writing).

All rates shown on the Site are inclusive of Rubberdesk Fees.

The Host agrees:

Rubberdesk will issue the Host an invoice for Fees owed and any applicable VAT on the earlier of a) signing of a Licence Agreement or b) a deposit being paid by the Guest or c) the Guest taking occupation of a Space with the Host;
To pay Rubberdesk Fees within 14 days of receiving an Invoice from Rubberdesk for Fees owed (the Due Date);
The Fees are payable on the Due Date in full; and
Should the Host fail to pay the Fees in full by the Due Date, Rubberdesk shall be entitled to charge interest on the amount outstanding at 10% per annum.

Rubberdesk Obligations and Authorities

Rubberdesk is directed by the Host to market Space on the Site in line with the Site's Terms of Use as well as through affiliates appropriate for the purpose of renting Space.
Rubberdesk will send by email suitable Guest Referrals to the Host for the purpose of licensing Host's Space.
Rubberdesk will disclose all matters it is made aware of relevant to the Space and the licensing thereof.
Rubberdesk makes no claim to the worthiness of the Guest Referrals or accuracy of Listings.
Rubberdesk is authorised to deduct all fees outlined in the Fee Schedule of this Agreement from monies received from the Guest or invoice the Host for any fees owed.
Rubberdesk will issue tax invoices to the Host as necessary in respect to monies owed to Rubberdesk by the Host.
Rubberdesk will issue remittance advice or recipient created tax invoices to the Host for all payments made to the Host.

User Obligations

The Host is solely responsible for maintaining the Space in safe condition and in compliance with all applicable laws, regulations and ordinances and any applicable building requirements;
The Host is solely responsible for ensuring that the Space is clean and ready to use at the start of each reservation period;
The Host confirms that all Facilities described in the Listing are available as described and is solely responsible for ensuring that the Listing is accurate and up to date;
The Host is solely responsible for ensuring that the Booking of the Space through the Service does not violate any lease, licence or other agreements relating to the Space;
When a Booking of the Space is accepted, the Host will ensure that the Space is available to the Guest on the date of the Booking. In the event the Space is not available to the Guest on that date, the Host shall make available to the Guest another Space in the same building of equal or larger size and similar configuration for the same monies;
The Host is responsible for payment of all fees due in regards to successful Bookings made and as described in the Fee Schedule to Rubberdesk;
The Guest is responsible for payment of the Booking Amount due in relation to the Licence Agreement ahead of commencement of each rental period;
The User will notify Rubberdesk by email of any change to the User's email address for the purpose of communication between the two parties;
The Host will respond promptly to Guest Referrals;
In the event the Host receives a written Guest Referral from a source before the Guest Referral from Rubberdesk, the Host has a period of 4 business hours to reject the Guest Referral from Rubberdesk. Upon request the Host will provide details of the reason for rejecting the Guest Referral;
After 4 business hours if not rejected, the Guest Referral is deemed accepted by the Host and Fees are liable by the Host to Rubberdesk as per the Fee Schedule contained in this Agreement; and
The User is solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information, and the Host shall keep complete and accurate records regarding Space usage and payment by Guests.

Licence Agreement to use Space

When a Space is booked through Rubberdesk, at the discretion of the Host, the Rubberdesk Short Form Licence Agreement (RSFL Agreement) between the Host and Guest may be used;
A copy of the RSFL Agreement is available upon written request;
It is at the discretion of the Host as to use of the RSFL Agreement, noting that the Host may use an amended version of the RSFL Agreement as no one standard agreement can cover all circumstances.
We strongly encourage and recommend Users to consider independent legal advice before using or entering into any legal arrangement (including use of the RSFL Agreement), as well as considering in full the particular circumstances of their proposed Space sharing; and
Rubberdesk accepts no liability or responsibility as to the use of the RSFL Agreement (as is or amended) by either a Host or a Guest.

Listing of Space

There is no charge or fee associated with a Host listing their Space on the Site;
The Host is responsible for ensuring the accuracy of the details included in the Listing on the Site, including the description of Space, availability, the facilities provided and the Licence Rate;
The Host may request Rubberdesk make changes to the Listing, but this does not abdicate the Host's responsibility to ensure their Listings are fair, accurate and up to date;
The Host is solely responsible for establishing the Licence Rate of Space through the Site; and
Changes to the Licence Rate for Bookings already made will not affect the amount billed during the term of the booking, but will only affect new Bookings.

Licence Payment

Rubberdesk offers the Service, and you understand and agree that We do not act as an insurer or as a real estate agent;
A Guest uses a Host's Space and any agreement entered into between the parties is between Host and Guest. Rubberdesk is not a party to that agreement; even if that agreement is the RSFL Agreement;
By prior written agreement, monies paid by the Guest to Licence the Space may be paid directly to the Host. In such cases when the Host receives payment for use of the Space from a Guest Referral:
1. The Host will notify Rubberdesk within two business days of entering into an agreement to Licence Space to any accepted Guest Referrals, regardless of how long previously the referral was made;
2. The Host is liable to pay Rubberdesk the Fees as outlined in the Fee Schedule in this Agreement, unless other terms agreed in writing by Rubberdesk before commencement of such agreement; and
3. Rubberdesk will provide a tax invoice to the Host, and the Host will pay the amount owed within fourteen business days.
Where Rubberdesk is instructed to receive Guest payment for an Accepted Booking:
1. Rubberdesk will pay the Host up to the value of one month's Booking Amount less Fees, within one week of the first day of occupancy of each rental period for which the Booking Amount was collected;
2. Rubberdesk reserves the right to withhold payment to the Host account of any amounts otherwise due as a result of a breach of this Agreement and pending our reasonable investigation of such breach;
3. Rubberdesk may withhold or deduct from amounts to be paid to the Host any charges or fees that are disputed or otherwise not paid by a Guest or a credit card company or other payment provider;
4. The Host is responsible for any sales or value-added taxes or charges imposed by any government entity in connection with the use of the Service; and
5. Any bank fees arising from any error or omission in the Host's payment information or contact information may be deducted from Host payments.

Additional Representations and Warranties

Any Space offered by the Host hereunder is free of any known conditions or defects that would pose a hazard to or risk the safety of any Guest;
The Host has sufficient rights in and to the Space to participate in the Service as a Host, including any applicable permits and insurances;
The Host is responsible for maintaining its own insurance in respect of any potential loss, damage, expense or liability;
The Guest is responsible for maintaining its own insurance in respect of its own property which it brings in to the Space and for its own liability to its employees and to third parties; and
The Host's participation in the Service will not violate or result in the breach of any agreement between the Host or Rubberdesk and any third party.

Release

The User hereby unconditionally releases Rubberdesk from any loss, liability, claim, demand, damage, costs and expenses, including reasonable legal fees, which the User now has or has ever had against Rubberdesk relating in any way to your use of the Service;
The User acknowledges that Rubberdesk is a self-service online platform, and that Rubberdesk makes no representation to the Guests, Hosts or Spaces on the Site; and
The User releases Rubberdesk, its officers and employees, from all actions, claims, costs, damages, demands, expenses and losses arising out of the Agreement in respect to:
1. Any User's failure to comply with the Agreement;
2. Any User's failure to comply with their obligations under the relevant Licence Agreement;
3. Any User's failure to comply with any applicable act, law or legislation;
4. Damage of property by any User; and
5. Personal injury or death of any person.

Termination

Either party may terminate this Agreement at any time by written notice to the other party;
Termination shall be without prejudice to either party's rights under this Agreement; and
Upon termination of this Agreement, all monies owing under this Agreement must be paid within five Business Days.

Privacy Statement

We comply with all applicable requirements of the data protection legislation, which means all applicable privacy and data legislation and regulations including the:

PECR (Privacy and Electronic Communications Regulations 2003 (SI 2426/2003));
GDPR (General Data Protection Regulation ((EU) 2016/679)); and
any applicable national laws, regulations and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time.

A copy of our Privacy Policy is available on the Site at Privacy Policy.

Contacting Rubberdesk

The Site and associated Services is operated by Rubberdesk Pty Ltd, Australian Company Number 163 716 247. Our registered address is level 24/9 Castlereagh, Sydney NSW 2000, Australia.

Version IE.1.0 Last updated 8th March 2021