Terms of Service

This Services Agreement ("Agreement") governs the use of the Hamlet platform and related services provided by Vicinia Pty Ltd (ABN 70 653 966 637) trading as Hamlet ("Hamlet", "we", "us" or "our").

By signing an Order Form, accepting a proposal, creating an account, using the Services or otherwise accessing the Platform, the customer identified on the applicable Order Form ("Customer", "you" or "your") agrees to be bound by this Agreement.

The Services are supplied to businesses for business purposes. If you are accepting this Agreement on behalf of a company or other legal entity, you warrant that you have authority to bind that entity. If you do not have that authority, or you are acquiring the Services for personal, domestic or household use, you must not access or use the Services.

Order of precedence. If documents forming part of this Agreement are inconsistent, the following order applies (highest first): (a) any signed Order Form, master services agreement or addendum (including a Data Processing Addendum or bespoke SLA); (b) this Agreement; (c) the Data Processing Addendum, Privacy Policy, Acceptable Use Policy and standard SLA published on Hamlet's website from time to time.

1. Overview of the Services

Hamlet provides cloud-based software and related services for the management and operation of coworking spaces, serviced and flexible offices, spec suites and landlord-operated flex, and other shared facilities including kitchens, health and treatment spaces, coliving, storage and studios.

The Services may include:

• workspace and resource booking tools;
• membership and customer management;
• invoicing and billing automation;
• payment gateway integrations;
• reporting and analytics;
• communication and community tools;
• APIs, integrations and automation tools;
• automated and AI-assisted features;
• mobile and web applications;
• onboarding, implementation, migration and training services ("Hamlet Launch");
• custom development, integration and reporting work ("Custom Work").

The specific services, pricing, usage limits and commercial terms that apply to the Customer are set out in the applicable Order Form, proposal, subscription plan or the pricing page for the Customer's billing region.

2. Term

2.1 Initial Term

This Agreement begins on the earliest of the date the Customer first accepts an Order Form, the date the Customer first accesses the Services, or the commencement date specified in an Order Form, and continues for the initial subscription term stated in the applicable Order Form ("Initial Term").

2.2 Renewal

Unless otherwise specified in writing, subscriptions automatically renew for successive periods equal to the Initial Term (each a "Renewal Term"). Hamlet will send a renewal reminder to the nominated billing or administrative contact at least 30 days before the end of the then-current term. Either party may elect not to renew by giving at least 30 days' written notice before the end of the then-current term.

2.3 Month-to-month plans

Where the Customer is on a monthly plan, either party may terminate the subscription on 30 days' written notice, taking effect at the end of the then-current billing cycle.

3. Fees and payment

3.1 Fees, currency and tax

The Customer must pay all fees specified in the applicable Order Form or, where no Order Form applies, on the pricing page for the Customer's billing region at the time of purchase.

Unless otherwise stated:

• fees are payable in the currency stated on the Order Form or shown on the pricing page for the Customer's billing region (Australian dollars, New Zealand dollars, pounds sterling, euro or US dollars). Once a currency is agreed for a subscription, it applies for the term of that subscription and Hamlet will not adjust the Customer's fees during a term because of exchange rate movements;
• fees are exclusive of GST, VAT, sales tax and any other tax, duty or levy, which the Customer must pay in addition where applicable. Where the Customer is a business customer in the United Kingdom or the European Union and the supply is subject to reverse charge, the Customer is responsible for accounting for VAT under the reverse charge mechanism and must provide a valid VAT registration number on request;
• if any withholding or deduction is required by law, the Customer must gross up the payment so that Hamlet receives the full amount it would have received without the withholding;
• invoices are payable within 14 days of the invoice date;
• recurring subscription fees are payable in advance;
• the Customer must not withhold, set off or deduct any amount from fees payable except as required by law or as expressly agreed in writing.

3.2 Payment methods

The Customer authorises Hamlet to charge the nominated payment method for all subscription fees, usage charges, Hamlet Launch fees, Custom Work fees and other agreed charges. The Customer is responsible for keeping payment details current and notifying Hamlet of any change to billing contacts.

3.3 Usage-based charges

Subscriptions are priced by location. Hamlet does not charge per member, per payment gateway or as a percentage of what the Customer bills its own members.

Some subscriptions may include stated limits on communications volumes (such as SMS), storage or automated feature usage. Where a limit applies, it will be stated on the Order Form or pricing page. Where usage exceeds a stated limit, Hamlet may charge additional fees at the rate stated there, and will use reasonable efforts to notify the Customer where usage is materially approaching or exceeding an included limit.

3.4 Pricing changes

Hamlet may change pricing, introduce new charges or modify subscription plans on at least 30 days' written notice. Pricing changes apply from the next Renewal Term unless otherwise agreed in writing.

If a pricing change for a Renewal Term increases the Customer's annual fees by more than 10% (excluding usage-based overages and statutory tax changes), the Customer may terminate the affected subscription without further liability beyond fees accrued to the effective date of termination, by giving written notice no later than 14 days before the start of the Renewal Term.

3.5 Late payments and recovery costs

Overdue amounts may incur interest at the lower of 1.5% per month, calculated daily, or the maximum rate permitted by law. The Customer is responsible for reasonable recovery costs for overdue accounts, including collection agency fees, dishonour fees and reasonable legal costs.

3.6 Suspension for non-payment

Where an invoice remains unpaid for more than 14 days past its due date, Hamlet may suspend access to the Services after giving at least 7 days' prior written notice and an opportunity to pay. Suspension does not relieve the Customer of any payment obligation, and fees continue to accrue during suspension unless otherwise agreed.

3.7 Member payments and payment gateways

Hamlet is not a payment processor, money transmitter or merchant of record for payments made by the Customer's members, guests or other end users. Those payments are collected through the Customer's own account with a supported payment gateway (such as Stripe or Worldpay) and settled to the Customer under the gateway's terms. Hamlet does not hold, control or have access to those funds.

The Customer is responsible for its gateway agreement and fees, for refunds, chargebacks and disputes with its own end users, and for complying with the gateway's terms and applicable payment and surcharging laws. Gateway fees are separate from, and additional to, Hamlet's fees.

4. Customer responsibilities

The Customer is responsible for:

• ensuring its users comply with this Agreement and the Acceptable Use Policy;
• maintaining the confidentiality of login credentials and using multi-factor authentication where available;
• ensuring all Customer Data is lawful, accurate and collected with appropriate authority and consents;
• complying with applicable laws (including privacy, consumer, anti-spam, payment and tax laws in each jurisdiction where it operates);
• obtaining any required consents from members, guests, staff or other end users whose personal information is processed through the Platform, and providing them with any required privacy notices;
• ensuring its end users are bound by the Member Terms under clause 11;
• maintaining appropriate independent backups of Customer Data where its risk profile or compliance obligations require it;
• ensuring integrations and connected systems are appropriately configured and secured.

The Customer must not, and must not permit any user to:

• use the Services unlawfully or in breach of the Acceptable Use Policy;
• interfere with or disrupt the Platform or other customers' use of it;
• attempt to gain unauthorised access to systems, accounts or data;
• reverse engineer, decompile or copy the Platform except as expressly permitted by law;
• upload malicious code or harmful material;
• use the Platform to send spam, unsolicited commercial messages or unlawful communications;
• use the Platform to process special categories of personal data (including health, biometric or government identifier data) without prior written agreement from Hamlet;
• resell, sublicense or commercially exploit the Services without Hamlet's prior written approval.

The Customer warrants that it has the right to collect, use and provide to Hamlet all Customer Data uploaded to or processed through the Platform.

5. User accounts and access

The Customer is responsible for managing user permissions and access levels within the Platform.

Hamlet may suspend or disable individual accounts where there is suspected unauthorised access or compromise of credentials, where the Customer or the relevant user breaches this Agreement, or where continued access may pose a security, operational or legal risk. Where suspension is not security-driven or required by law, Hamlet will use reasonable efforts to notify the Customer in advance and to limit the suspension to what is necessary.

Hamlet may require password resets, multi-factor authentication or additional security measures from time to time.

6. Customer Data and privacy

6.1 Ownership of Customer Data

As between the parties, the Customer owns Customer Data. The Customer grants Hamlet a non-exclusive, royalty-free, worldwide licence to host, process, transmit, copy, analyse and use Customer Data as reasonably necessary to provide and operate the Services, maintain, secure and improve the Platform, provide support, perform analytics, monitoring and incident response, and comply with legal obligations.

6.2 Privacy compliance and roles

Each party must comply with the privacy and data protection laws that apply to it, which may include the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Privacy Act 2020 (NZ), the UK GDPR and Data Protection Act 2018, the EU General Data Protection Regulation, and applicable US state privacy laws.

Where the Customer uses the Platform to process personal information about its own members, guests, staff or other end users, the Customer is the controller (or APP entity or agency) of that information and Hamlet processes it on the Customer's behalf and on its instructions. Hamlet's collection, use and disclosure of personal information for its own purposes is governed by its Privacy Policy at hamletco.space/privacy-policy.

Hamlet's Data Processing Addendum at hamletco.space/dpa forms part of this Agreement and applies automatically where the Customer is established in, or processes personal data of individuals in, the United Kingdom or the European Economic Area. Any other Customer may request that it apply.

6.3 Data residency and cross-border disclosure

Hamlet hosts Customer Data in the region associated with the Customer's billing region: Australia for customers in Australia and New Zealand, and the United Kingdom for customers in the United Kingdom. [Confirm hosting regions for EU and US customers before those currencies go live and state them here.]

Some sub-processors (such as email delivery, error logging and support tooling) may access or process Customer Data from other jurisdictions. The Customer acknowledges that Customer Data and personal information may be accessed or processed outside the hosting region and outside Australia. Where personal data is transferred out of the UK or EEA, Hamlet relies on the transfer mechanisms set out in the Data Processing Addendum (including the UK International Data Transfer Addendum and the EU Standard Contractual Clauses). Where personal information is disclosed overseas from Australia or New Zealand, Hamlet takes reasonable steps to ensure the recipient handles it consistently with the Australian Privacy Principles or the New Zealand Information Privacy Principles.

A current list of sub-processors is published at hamletco.space/sub-processors. Hamlet will give at least 30 days' notice of a new sub-processor that will process Customer Data, by updating that page and notifying the Customer's nominated contact.

6.4 Security incidents and data breaches

Each party must notify the other in writing without undue delay, and in any event within 72 hours of becoming aware, of any actual or reasonably suspected unauthorised access to, loss of, or disclosure of personal information processed under this Agreement. The parties will cooperate in good faith to assess and respond to the incident, including any obligations under the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act 1988 (Cth), the Privacy Act 2020 (NZ), the UK GDPR or the EU GDPR.

6.5 Aggregated and de-identified data

Hamlet may collect, generate and use aggregated and irreversibly de-identified data derived from use of the Platform for benchmarking, analytics, service improvement, product development and industry insights. Such data will not identify the Customer, its end users or any individual, and Hamlet will not attempt to re-identify it.

6.6 Data retention, export and deletion

Following termination or expiry of this Agreement, Hamlet will make Customer Data available for export in a commercially standard format (such as CSV) for 30 days, unless a longer period is required by law. After that period, Hamlet will delete Customer Data from its production systems within 90 days, subject to retention in encrypted backups (which are not used for any active operational purpose and are deleted in the ordinary backup cycle) and retention of records required by law.

7. Automated and AI-assisted features

Hamlet may provide automated tools, recommendations, summaries, communications or workflow functionality, some of which may use AI ("AI Features").

The Customer acknowledges that AI-generated outputs may contain inaccuracies or omissions, that AI functionality may rely on third-party providers, that human review is recommended for any material decision, and that Hamlet does not guarantee specific outcomes or accuracy levels from AI Features. The Customer remains responsible for reviewing and approving any operational, financial, legal, regulatory or customer-facing decision generated or assisted by AI Features.

The Customer must not use AI Features in a way that breaches applicable laws (including privacy, consumer, anti-discrimination or AI-specific regulation), generates content the Customer does not have the right to use, or exposes individuals to material harm without appropriate human oversight.

8. Hamlet Launch and other professional services

Every plan includes the knowledgebase, email support and, where the Customer's existing data is in a standard format, a simple migration from another platform. The Customer may set up its own account using those resources.

Hamlet Launch is an optional onboarding service in which Hamlet migrates the Customer's data, configures locations, resources, rates and billing rules with the Customer, connects accounting and payment integrations, trains the Customer's team and supports the Customer through go-live. Its scope, fees and timing are set out in the Order Form. Hamlet Launch is included in Enterprise engagements.

Professional services fees are payable as stated in the Order Form. Where the Customer delays a scheduled engagement by more than 30 days, or fails to provide data, access or decisions Hamlet reasonably needs, Hamlet may invoice for work completed to date and reschedule the remainder subject to availability. Prepaid hours expire 12 months after purchase unless the Order Form says otherwise.

9. Custom Work

Hamlet may agree to build integrations, automations, reports, portal changes or other work for the Customer ("Custom Work"), as a project, a stream of ongoing work or on an hourly basis, on the terms in the applicable Order Form.

Ways Custom Work can land. Each item of Custom Work will be designated in the Order Form as one of:

• Platform work: the work becomes part of the Platform available to all Hamlet customers. The Customer may receive a discount as stated in the Order Form, receives the work first, and keeps it at no additional charge if Hamlet later offers it as a paid add-on;
• Account-only work: the work is built on the Platform and enabled for the Customer's account only, and Hamlet does not offer it to other customers as a feature; or
• Exclusive work: Hamlet commits in writing not to make the work available to any other customer for the period stated in the Order Form.

Hamlet decides in good faith which designation applies, in consultation with the Customer.

Ownership. Hamlet and its licensors own all intellectual property in Custom Work, including code, designs and documentation, and Custom Work forms part of the Platform. The Customer is granted the right to use Custom Work as part of the Services for the term of its subscription, and any exclusivity is as stated in the Order Form. Hamlet does not assign source code. Customer Data, the Customer's brand and content the Customer supplies remain the Customer's.

Maintenance. Custom Work is maintained and upgraded with the Platform and released through Hamlet's standard release process. Hamlet will tell the Customer before it starts work on anything that is already on Hamlet's roadmap. Fixing defects in the Platform is never charged as Custom Work.

10. Integrations and third-party services

The Services may integrate with third-party providers including payment gateways, accounting platforms, calendars, access control, Wi-Fi, printing and communications services ("Third-Party Services"). Hamlet is not responsible for the performance, availability or quality of Third-Party Services, outages or failures caused by them, changes to their APIs, pricing or functionality, data loss caused by their systems, or their fees. Use of a Third-Party Service is subject to its own terms, which the Customer is responsible for reviewing and accepting. Where a Hamlet integration carries a set-up fee, it will be stated on the integrations page or the Order Form before the Customer connects it.

11. End users, the member portal and the mobile app

The Customer's members, guests and other end users ("End Users") may access the Platform through the member portal, the public shop and the Hamlet mobile app. The Customer must ensure that each End User is bound by Hamlet's Member Terms at hamletco.space/member-terms (or the Customer's own terms that are no less protective of Hamlet), and is responsible for the acts and omissions of its End Users as if they were its own.

The Hamlet mobile app is distributed through the Apple App Store and Google Play. The Customer and its End Users acknowledge that this Agreement is between them and Hamlet only, that Apple and Google have no obligation to provide maintenance or support for the app, that Hamlet (and not Apple or Google) is responsible for the app and any claims relating to it, and that Apple and its subsidiaries are third-party beneficiaries of this clause with the right to enforce it. Use of the app is also subject to the applicable app store terms.

12. Availability and support

Hamlet will use commercially reasonable efforts to provide reliable access to the Services. Availability targets, maintenance windows and support response times are set out in the SLA at hamletco.space/sla, which applies to every plan unless an Order Form provides a bespoke SLA.

Support is provided by email and through the Help & Support function in the Platform, and runs Australian and New Zealand business hours. The Customer acknowledges that the Services may occasionally be unavailable due to maintenance, updates, third-party issues or unforeseen events, that uninterrupted or error-free operation cannot be guaranteed, and that Hamlet may modify, improve or discontinue non-core features from time to time provided the change does not materially reduce the core functionality of the Services during an active subscription term.

13. Intellectual property

Hamlet and its licensors retain all rights, title and interest in the Platform, software, APIs, documentation, workflows, interfaces, branding, designs, content, AI models, prompts and tooling, Custom Work, and all improvements and derivative works. The Customer is granted only a non-exclusive, non-transferable, revocable right to use the Services in accordance with this Agreement during the subscription term, and may not copy, reproduce, modify, distribute or create derivative works from the Platform except as expressly permitted under this Agreement or by law.

Feedback. Hamlet may use feedback, suggestions and improvement requests from the Customer or its users for any business purpose without restriction or compensation, and the Customer assigns any rights in such feedback to Hamlet to the extent necessary to give effect to this clause.

Customer trademarks. Subject to the Customer's prior approval of first use (not to be unreasonably withheld), the Customer grants Hamlet a limited, non-exclusive licence to use the Customer's name and logo for customer identification (such as customer lists and case studies). The Customer may withdraw this licence by written notice, and Hamlet will cease use within a reasonable period.

14. Warranties, disclaimers and consumer law

14.1 Hamlet's warranty

Hamlet warrants that it will provide the Services with reasonable care and skill and substantially in accordance with its documentation.

14.2 Disclaimers

Except as expressly stated in this Agreement, and subject always to clause 14.3, to the maximum extent permitted by law the Services are provided on an "as is" and "as available" basis, Hamlet disclaims all other warranties, conditions and representations, express or implied, including fitness for a particular purpose, merchantability, uninterrupted availability and non-infringement, and Hamlet does not warrant that the Services will meet every Customer requirement or be error-free.

14.3 Consumer laws

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded ("Non-Excludable Rights").

Australia. Where the Customer is a "consumer" under the Australian Consumer Law and the Services are not of a kind ordinarily acquired for personal, domestic or household use, Hamlet's liability for failure to comply with a consumer guarantee is limited, at Hamlet's option, to supplying the Services again or paying the cost of having them supplied again, to the extent permitted by section 64A and where fair and reasonable.

New Zealand. The Customer acknowledges that it acquires the Services for the purposes of a business and agrees that the Consumer Guarantees Act 1993 does not apply, as permitted by section 43 of that Act.

United Kingdom, European Union and United States. The Services are supplied for business use only. Consumer protection laws that apply only to individuals acting outside a trade, business or profession do not apply to this Agreement.

15. Limitation of liability

15.1 Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, punitive, exemplary or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, business interruption, or loss or corruption of data, arising out of or in connection with this Agreement, however arising.

15.2 Aggregate cap

Subject to clauses 14.3 and 15.3, Hamlet's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, will not exceed the total fees paid by the Customer to Hamlet in the 12 months immediately before the first event giving rise to the claim.

15.3 Exceptions

The limitations in clauses 15.1 and 15.2 do not apply to the Customer's obligation to pay fees properly due; a party's liability for breach of clause 16 (Confidentiality); liability arising from fraud, wilful misconduct or gross negligence; liability for death or personal injury caused by negligence; liability under clause 17 to the extent it covers third-party claims; or any Non-Excludable Rights.

15.4 Customer decisions

Hamlet is not liable for decisions made or actions taken by the Customer using the Services, including decisions assisted by AI Features.

16. Confidentiality

Each party must keep the other party's Confidential Information confidential, use it only for purposes related to this Agreement, and protect it with at least the same care as its own confidential information and no less than reasonable care.

Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, was already known to the receiving party without confidentiality obligations, is independently developed without reference to the disclosing party's information, or is lawfully obtained from a third party not under a confidentiality obligation.

A party may disclose Confidential Information where required by law, court order or regulatory authority, giving the disclosing party reasonable advance notice where lawful. This clause survives termination for 3 years, and indefinitely for trade secrets and personal information.

17. Indemnities

The Customer indemnifies Hamlet against third-party claims, losses, damages, liabilities and reasonable expenses (including reasonable legal costs) arising from Customer Data (including any claim that it infringes a third party's rights or breaches law), misuse of the Services by the Customer or its users, the Customer's breach of this Agreement or of law, and disputes between the Customer and its own End Users, employees or contractors.

Hamlet indemnifies the Customer against third-party claims that the Platform, as provided by Hamlet and used in accordance with this Agreement, infringes that third party's intellectual property rights, provided the claim does not arise from Customer Data, Third-Party Services, or modification or use of the Platform contrary to this Agreement. If such a claim arises, Hamlet may procure the right for the Customer to continue using the Platform, modify or replace it so it is non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the unused period.

The indemnified party must promptly notify the indemnifying party of any claim, make no admission or settlement without prior written consent (not to be unreasonably withheld), and provide reasonable cooperation in the defence.

18. Security

Hamlet maintains commercially reasonable administrative, technical and organisational safeguards designed to protect Customer Data against accidental or unlawful loss, alteration, disclosure or access. A summary of Hamlet's security practices is at hamletco.space/security.

The Customer acknowledges that internet-based services carry inherent risk, that it is responsible for its own security practices (including password hygiene, role-based access and user training), and that Hamlet does not guarantee absolute security. Each party must promptly notify the other of any suspected unauthorised access or compromise affecting the Services or Customer Data, in accordance with clause 6.4.

19. Suspension and termination

19.1 Suspension

In addition to clause 3.6, Hamlet may suspend access to the Services, in whole or part, where there is a security concern or suspected compromise, where the Customer materially breaches this Agreement and fails to remedy a remediable breach following reasonable notice, where required by law or a regulator, or where necessary to protect the Platform, other customers or third parties from material harm. Where suspension is not urgent, Hamlet will use reasonable efforts to give prior notice and to limit its scope and duration.

19.2 Termination for cause

Either party may terminate this Agreement or any affected Order Form immediately by written notice if the other party commits a material breach and, where remediable, fails to remedy it within 14 days of written notice; becomes insolvent or has an administrator, receiver or liquidator appointed; or ceases or threatens to cease carrying on business.

19.3 Termination for convenience by Hamlet

Hamlet may terminate this Agreement for convenience on 90 days' written notice, and will refund prepaid fees attributable to the period after the effective date.

19.4 Effect of termination

On termination or expiry, all fees properly accrued become immediately payable; the Customer's right to access the Services ceases; the Customer must stop using the Platform and Hamlet's Confidential Information; data export applies under clause 6.6; and clauses 3.5, 6.5, 6.6, 9 (Ownership), 13, 14, 15, 16, 17, 21 and 23 survive.

20. Beta features and service changes

Hamlet may offer beta, preview or early-access features ("Beta Features"), which may change or be discontinued at any time, may contain bugs or incomplete functionality, and are provided "as is" to the maximum extent permitted by law and subject to clause 14.3. Hamlet may modify the Services from time to time provided the change does not materially reduce core functionality during an active subscription term.

21. Governing law and disputes

This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia, except that where a signed master services agreement with the Customer specifies a different governing law and forum, that specification applies. Nothing in this clause limits any mandatory protection the Customer has under the laws of the country in which it is established.

Before commencing proceedings (other than for urgent injunctive relief or recovery of overdue fees), the parties must attempt in good faith to resolve any dispute: the disputing party gives written notice setting out the dispute; the parties' nominated representatives meet within 14 days; and if unresolved within a further 14 days, the parties may agree to mediation through an accredited mediator.

22. General

22.1 Entire agreement. This Agreement, with any applicable Order Form, Data Processing Addendum, SLA, Privacy Policy, Acceptable Use Policy and Member Terms, is the entire agreement between the parties on its subject matter and supersedes all prior representations and agreements. The Customer acknowledges it has not relied on any representation not set out in this Agreement.

22.2 Assignment. The Customer may not assign or novate this Agreement without Hamlet's prior written consent (not to be unreasonably withheld). Hamlet may assign or transfer this Agreement in connection with a restructure, merger, acquisition or sale of substantially all of its business or assets, on written notice.

22.3 Sub-contracting. Hamlet may engage sub-contractors and sub-processors, and remains responsible for their acts and omissions as if its own.

22.4 Severability. Any unenforceable provision is severed or read down to the minimum extent necessary, and the remainder continues in force.

22.5 Waiver. A failure or delay in enforcing a right is not a waiver of it.

22.6 Notices. Notices must be in writing and may be sent by email to the nominated contact addresses (and, for legal notices to Hamlet, to legal@hamletco.space) or by registered post to the registered office of the receiving party. Email notices are deemed received on the day of transmission unless a delivery failure is received.

22.7 Relationship. Nothing in this Agreement creates a partnership, agency, employment, fiduciary or joint venture relationship.

22.8 Counterparts. This Agreement and any Order Form may be executed in counterparts, including electronically.

22.9 Changes to this Agreement. Hamlet may update this Agreement by publishing a revised version at hamletco.space/terms-of-service and notifying the Customer's nominated contact at least 30 days before it takes effect. If a change materially reduces the Customer's rights or increases its obligations, the Customer may terminate the affected subscription by written notice before the change takes effect, and Hamlet will refund prepaid fees for the unused period. Continued use of the Services after the effective date is acceptance of the revised Agreement.

22.10 Sanctions and export. Each party warrants that it is not, and is not owned or controlled by, a person subject to sanctions administered by Australia, New Zealand, the United Kingdom, the European Union, the United Nations or the United States, and will not use or permit use of the Services in breach of applicable sanctions or export control laws.

23. Definitions

Acceptable Use Policy means the policy published at hamletco.space/acceptable-use, as updated from time to time. AI Features has the meaning in clause 7. Beta Features has the meaning in clause 20. Confidential Information means non-public information of a party that is identified as confidential or that by its nature ought reasonably to be treated as confidential, including business plans, customer information, pricing, technical information and Customer Data. Custom Work has the meaning in clause 9. Customer Data means data, information, content, records and materials uploaded to, generated by or processed through the Platform by the Customer or its users, including personal information. Data Processing Addendum or DPA means Hamlet's data processing addendum published at hamletco.space/dpa. End User has the meaning in clause 11. Hamlet Launch has the meaning in clause 8. Material breach means a breach that is of a serious nature, has a material adverse effect on the non-breaching party, or relates to payment, confidentiality, intellectual property, security or compliance with law. Member Terms means the terms for End Users published at hamletco.space/member-terms. Non-Excludable Rights has the meaning in clause 14.3. Order Form means any signed proposal, quotation, subscription form, pricing agreement, online checkout confirmation or other document signed or accepted by the Customer that describes the Services, fees and commercial terms. Personal information has the meaning given in the Privacy Act 1988 (Cth), and includes "personal data" under the UK GDPR and EU GDPR. Platform means Hamlet's software platform, applications, APIs, interfaces and related systems. Services means the products and services provided by Hamlet under this Agreement, as described in the applicable Order Form. SLA means the service level agreement published at hamletco.space/sla. Sub-processor means a third party engaged by Hamlet to process Customer Data on its behalf. Third-Party Services has the meaning in clause 10.

Contact

Vicinia Pty Ltd trading as Hamlet, ABN 70 653 966 637, Sydney, Australia. General: hello@hamletco.space. Legal notices: legal@hamletco.space. Website: hamletco.space.

Plain-English summary (non-binding)

This summary is for convenience only. If it conflicts with the Agreement, the Agreement prevails.

• You pay for Hamlet by location, in the currency shown for your region, plus any tax that applies. We don't charge per member or take a cut of what you bill.
• Your members pay you through your own Stripe or Worldpay account. We never hold that money.
• Setting up yourself is included. Hamlet Launch is there if you'd rather we did it with you.
• You own your data. We use it to run and improve the service, and you can export it when you leave.
• Custom work we build stays part of Hamlet. You use it for as long as you're a customer, and your data and brand are always yours.
• Automated features help; a person should still make the decisions that matter.
• Integrations are useful but outside our direct control.
• We limit our liability to keep pricing sustainable, without touching rights you have under law.
• We'll remind you before a renewal, you can walk away from a big price rise, and we give 30 days' notice of changes to these terms.
• Australian law, New South Wales courts, unless your MSA says otherwise.