Hamlet Co Services Agreement

This SaaS Services Agreement (Agreement) is entered into on the date of Subscription payment in the online order form (Order Form) between Vicinia Pty Ltd (ACN 653 966637) trading as Hamlet Co (Hamlet Co) (“The Company”) and you (“The Customer”). If you are not authorised to enter into this Agreement or do not agree to be bound by any term or condition contained in this Agreement do not use the Services.

The Customer has requested that Hamlet Co provides the Services to the Customer.
Hamlet Co has agreed to provide the Services to the Customer in accordance with the terms of this agreement, the Order Form and the Service Level Agreement (SLA) (collectively, Agreement).
Capitalised terms that are not otherwise defined in this agreement have the same meaning given to those terms in the Order Form and SLA (as applicable).

1. SaaS Services and Support

Subject to the terms of the Agreement, Hamlet Co will:

use commercially reasonable efforts to provide access to the Hamlet Co web-based software-as-a-service platform (Platform) together with the computer applications, interfaces, software, programs, products, implementation services and websites requested by the Customer on the Order Form (collectively, Services) in accordance with the SLA following this agreement.
provide the Customer with technical support services in relation to the Services in accordance with the SLA.

2. Term and Termination

2.1 Term

The Agreement continues for the Initial Service Term (unless otherwise terminated in accordance with the Agreement), detailed on the Order Form and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, Term), unless either party provides notice in writing to the other terminating the Agreement at least 30 days prior to the end of the then current Term.

2.2 Termination

The Agreement continues for the Initial Service Term (unless otherwise terminated in accordance with the Agreement), detailed on the Order Form and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, Term), unless either party provides notice in writing to the other terminating the Agreement at least 30 days prior to the end of the then current Term.

2.3 Obligations on Termination

If the Agreement is terminated for any reason:

the Customer must pay in full for the Services up to and including the last day on which the Services are provided;
Hamlet Co will make any data provided by the Customer to Hamlet Co to facilitate the provision of the Services that is stored on the Platform (Customer Data) available to the Customer (in a form Hamlet Co deems appropriate) for 30 days, following which Hamlet Co may but is not required to delete any stored Customer Data; and
all provisions of the Agreement which by their nature should survive termination will survive termination, including without limit, accrued rights to payment, indemnities, confidentiality obligations, warranty and disclaimer and limitations on liability.

3. Service Fee and Additional Charges

3.1 Service Fee

The Customer must pay the Service Fee in the Order Form by way of direct debit, bank transfer or credit or debit card via the online payment portal, a link to which will be emailed to the Customer.

Unless paid for by direct debit, debit or credit card, the Service Fee and any additional charges for which the Customer is liable under the Agreement are payable within 15 days of the invoice date, unless alternative agreed terms are stated on the Order Form. The Customer is responsible for providing Hamlet Co with complete and accurate billing and contact information and notifying Hamlet Co of any changes to such information.

Where applicable, any goods or services tax, charge, impost or duty payable in relation to the Agreement, or the supply of any goods or services made under the Agreement, will be payable by the Customer in addition to the Service Fee, at the then-prevailing rate.

3.2 Additional Charges

If the Customer’s use of the Services exceeds the Total Active Members or Locations on the Order Form, or the Customer is otherwise liable for additional fees in accordance with the Agreement, the Customer will be billed for such usage and the Customer must pay the additional fees in the manner provided in the Agreement.

Hamlet Co reserves the right to change the Service Fee and any other charges under the Agreement, and to introduce new fees and charges, at the end of the then current Term on 30 days’ notice (which notice may be sent by email).

3.3 Failure to Pay

If the Customer disputes a charge it should contact Hamlet Co’s customer support department no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to request an adjustment or credit. Hamlet Co will, acting reasonably, review the disputed charge and notify the Customer as to whether an adjustment will be made in favour of the Customer, or whether the Customer remains liable for the relevant charge.

If any amount that is not in dispute remains outstanding following the due date for payment, the Customer must pay interest on that amount at a rate of 1.5% per month and must also reimburse Hamlet Co for any costs incurred in attempting to recover the outstanding amount.

4. Customer Responsibilities and Restrictions

The Customer acknowledges that it is the Customer’s responsibility to:

ensure the facilities and functions of the Services meet the Customer’s requirements;
ensure the Services are appropriate for the Customer’s requirements and operate within the laws and regulations of the Customer’s jurisdiction;
obtain and maintain any equipment and ancillary services required to connect to, access or otherwise use the Services, including, without limit, modems, hardware, servers, software, operating systems, networking, web servers and the like (Equipment); and
maintain the security of the Equipment, the Customer’s account, passwords (including administrative and user passwords), files, and for all uses of the Customer account or the Equipment, with or without the Customer’s knowledge or consent.

Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by Hamlet Co, the Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services or any software, documentation or data related to the Services.

5. Confidentiality

Each party (Receiving Party) acknowledges that the other party (Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (Proprietary Information).

Proprietary Information of Hamlet Co includes non-public information relating to features, functionality and performance of the Services. Proprietary Information of the Customer includes Customer Data.

The Receiving Party agrees:

to take reasonable precautions to protect the Disclosing Party’s Proprietary Information; and
not to use (except in the performance of the Services or as otherwise permitted in the Agreement) or divulge to any third party the Disclosing Party’s Proprietary Information.

The Disclosing Party agrees that the confidentiality obligations in respect of Proprietary Information:

apply for 5 years from the date of disclosure; and
do not apply to any information that the Receiving Party can demonstrate:
1. is or becomes generally available to the public;
2. was in its possession or known by it prior to receipt from the Disclosing Party;
3. was rightfully disclosed to it without restriction by a third party;
4. was independently developed without use of any of the Disclosing Party’s Proprietary Information; or
5. is required to be disclosed by law.

6. Proprietary Rights

The Customer owns all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services.

Hamlet Co owns and retains all right, title and interest in and to the Services; all improvements, enhancements or modifications to the Services; any software, applications, inventions or other technology developed in connection with the Services or support; and all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Hamlet Co any may both during and after the Term:

collect and analyse data and other information relating to the provision, use and performance of the Services and related systems and technologies (including without limit, information containing Customer Data and data derived from it);
use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Hamlet Co offerings; and
disclose such data, solely in aggregate or other de-identified form, in connection with its business.

No rights or licenses are granted except as expressly set out in the Agreement.

7. Customer Warranty and Indemnity

7.1 Warranty

The Customer represents and warrants that it will use the Services only in compliance with Hamlet Co’s standard published policies (as amended from time to time) and all applicable laws and regulations. Although Hamlet Co has no obligation to monitor the Customer’s use of the Services, Hamlet Co may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.

7.2 Idemnity

The Disclosing Party agrees that the confidentiality obligations in respect of Proprietary Information:

costs, damages, losses, liabilities, settlements and expenses (including without limit legal fees) in connection with any claim or action arising from:
1. a breach by the Customer of its obligations under the Agreement; and
2. the Customer’s use of Services; and
do not apply to any information that the Receiving Party can demonstrate:
1. a breach by the Customer of its obligations under the Agreement; and
2. any wilful, unlawful or negligent act or omission of the Customer.

8. Disclaimer

Hamlet Co will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Services in a professional and proper manner.

While all due care will be taken, Hamlet Co does not warrant:

the results that the Customer will obtain from use of the Services; or
that the operation of the Services will be uninterrupted or error free or that any third party components of the Services will be accurate or error free, or that the Services will be compatible with any application, program or software not specifically identified as compatible by Hamlet Co.

The Customer acknowledges that Services may be temporarily unavailable for scheduled or unscheduled emergency maintenance either by Hamlet Co or by third-party providers, or because of other causes beyond Hamlet Co’s reasonable control. Hamlet Co will use reasonable efforts to provide advance notice in writing of any scheduled service
disruption.

9. No Liability

Hamlet Co will not be liable for any failure of the Services to provide any function not described in the Order Form or for any failure attributable to any:

modification to the Services other than by Hamlet Co;
accident, abuse or misapplication of Services by the Customer or its employees, agents or contractors;
use of the Services with other software or equipment without Hamlet Co’s written consent;
use of other than the latest, unaltered current release of the Services; or
use other than in accordance with the Agreement.

If upon investigation a failure of the Services is determined not to be Hamlet Co’s responsibility, Hamlet Co may invoice the Customer for all reasonable costs and expenses incurred by Hamlet Co in relation to such investigation.

9. Limitation on liability

The Customer acknowledges that its sole remedy during the Term in relation to any failure of the Services is limited, in Hamlet Co’s absolute discretion, to:

Hamlet Co using all reasonable endeavours (at Hamlet Co’s expense) to rectify any failure of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
a refund of a proportionate amount of the Service Fee paid under the Agreement referable to the period of time during which the failure continues (as determined by Hamlet Co acting reasonably) if in Hamlet Co’s reasonable opinion it is unable to rectify the failure within a reasonable time or at a viable cost, in which case the Agreement will terminate and the provisions of clause 2.3 will apply.

Except in the case of death or personal injury caused by Hamlet Co’s negligence, the liability of Hamlet Co under or in connection with the Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise will not exceed the Service Fee paid under the Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Hamlet Co has been advised of the possibility of such damages.

Neither party will be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature, including any economic loss or other loss of turnover, profits, business or goodwill.

11. Trial Period

Hamlet Co may, on request and at no cost to the Customer, provide the Customer with temporary access to the Services for the Customer to establish whether the Services are appropriate for the Customer’s requirements (Trial Period).

Unless the parties enter into a subject to separate agreement in relation to the Trial Period, the Customer’s access to the Services during the Trial Period will be governed by the terms of the Agreement.

Upon expiration of the Trial Period, the access to the Services shall be subject to payment of the then applicable Service Fee and compliance with the rest of the Customer’s obligations stated in the present Agreement.

12. General

If any provision of the Agreement is unenforceable or invalid that provision will be read down or severed to the extent necessary and the Agreement will otherwise remain in full force and effect and enforceable.

The Agreement is not assignable, transferable or sublicensable by the Customer without Hamlet Co’s prior written consent. Hamlet Co may transfer and assign any of its rights and obligations under the Agreement without consent.

The Agreement contains the whole agreement between the parties in relation to the subject matter of the Agreement and supersede all previous written and oral agreements or communications in relation to such subject matter. All waivers and modifications must be in writing signed by both parties, except as otherwise provided in the Agreement.

No agency, partnership, joint venture, or employment is created as a result of the Agreement and the Customer does not have any authority of any kind to bind Hamlet Co in any respect whatsoever. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under the Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

The Agreement is governed by and will be construed in accordance with the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

Annex 1 Service Levels

This Service Level Agreement (SLA) forms part of the Services Agreement entered into between Vicinia Pty Ltd (ACN 653 966 637) trading as Hamlet Co (Hamlet Co, Us or We) and you as a customer of Hamlet Co (You or Customer) and governs the use of the Support Services under the Services Agreement.

1. Definitions and Interpretation

1.1. For the purpose of this SLA:

“Business Days” means Australian business days.

“Business Hours” means between the hours of 9.00am and 5.30pm AEST in Australia on a Business Day.

“Customer Data” means any data provided by the Customer to Hamlet Co to facilitate the provision of the Services.

“Order Form” means the online order form completed by the Customer on or about the date of Services Agreement.

“Platform” means the Hamlet Co web-based software-as-a-service platform.

“Response Time” means the average time in which Hamlet Co will respond to Your request and provide You with information and/or steps to resolve the request.

“Resolution Time” means the average time in which Hamlet Co will fully resolve Your support request after it has been raised.

“Services” means the associated services provided by Hamlet Co to manage the coworking and flexible workspace of the Customer on the Platform.

“Services Agreement” means the SaaS Services Agreement entered into between Hamlet Co and the Customer pursuant to which Hamlet Co has agreed to provide the Services to the Customer.

“Severity” means the severity levels in this SLA which reflect the business impact of the support request.

“Support Services” means the technical support services to be provided by Hamlet Co to the Customer in relation to the Services.

“Term” has the meaning given in paragraph [11].

“Unavailability” means that the Services or the Platform are unresponsive or respond with an error.

“Upgrades” means updates, corrections and revisions of the Services or the Platform by Hamlet Co whether to fix an error or bug or enhance the functionality of the Platform.

1.2. If there is any inconsistency between the terms of the Services Agreement and this SLA, the terms of this SLA shall prevail to the extent that relevant matter is covered by this SLA. In relation to any matter not expressly covered in this SLA, the provisions of the Services Agreement will apply.

1.3. Capitalised terms that are not otherwise defined in this SLA have the same meaning given to those terms in the Services Agreement or Order Form (as applicable).

2. Support Services

2.1 Hamlet Co will make available a help desk support facility, which is provided in English only for the purposes of:

assisting the Customer with the onboarding as agreed between the parties in the
applicable Order Form (specific onboarding fees may apply depending on the complexity
of the individual Customer’s requirements and will be noted on the Order Form);
assisting the Customer with the proper use of the Services and Platform; and/or
determining the causes of errors and fixing errors in the Services and/or the Platform.

2.2 The specific support communication channels provided are dependent on the subscription purchased by the Customer. Detailed information is available at https://hamletco.space/pricing/ and on the Order Form.

2.3. The help desk support facility is available as follows:

Support communication channel	Availability on Business Days
Email and in-Platform Support Function (ability to raise and receive requests)	24 hours
Video Calls (for onboarding and training only)	9:00am to 6:00pm AEST
Telephone (for onboarding and training only)	9:00am to 6:00pm AEST

3. Support Request Procedure

3.1 All support requests should be submitted via the support function on the Platform or by email if the Platform is not available. Customers should categorise the Severity level of the request into one of the following categories:

Severity	Description
Urgent	A problem is preventing the Service or the Platform from functioning normally and is severely affecting the Customer’s use. Third-party integrations and connected services are not covered by this level.
High	A less severe problem that may restrict the usage of the Service or the Platform but does not prevent it from operating/is not adversely affecting Customer’s use.
Normal	Questions and feedback on the Service or the Platform features and functionality.

3.2 Notwithstanding the above, Hamlet Co will determine the Severity level of the request taking into consideration the categorisation made by You, however, Hamlet Co will not be bound by Your categorisation.

4. First Response and Resolution Times

4.1 Hamlet Co will use reasonable efforts to:

respond to requests for Support Services made in accordance with paragraph [3.1] of this SLA; and
resolve issues raised by the Customer promptly in accordance with the following Response Time matrix:

Severity	Response Time	Resolution Time
Urgent	2 Business Hours	Most Urgent issues will be resolved within 5 Business Hours of notification. However it may take up to 5 Business Days depending on the complexity of the issue.
High	24 Business Hours	Up to 7 Business Days.
Normal	24 Business Hours	It is at the discretion of Hamlet Co when Normal requests will be addressed, as some requests may not be able to be resolved until an upcoming feature release

4.2 All Support Services will be provided remotely unless expressly agreed otherwise by Hamlet Co.

5. Limits on Support Services

5.1 If a Customer requests additional support (such as increased priority of service or custom development or training), such support will be provided at an additional charge as agreed between the parties.

5.2 Hamlet Co has no obligation under this SLA to provide Support Services in respect of any fault or error caused by the improper use of the Services or the Platform.

6. Upgrades

6.1 The Customer acknowledges that from time to time during the Term Hamlet Co may apply Upgrades to the Services or the Platform and that such Upgrades may result in changes in the appearance and/or functionality of the Services or the Platform.

6.2 The Customer will not be subject to any additional charges arising out of the application of the Upgrade, unless:

that new functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
access to or use of the new functionality is chargeable to customers of Hamlet Co using the Services or the Platform generally; and
any decision by the Customer not to pay the additional charges for the new functionality will not prejudice the Customer’s access to and use of the rest of the Services or the Platform.

7. Uptime commitment

7.1 Hamlet Co will use all reasonable endeavours to ensure that the Platform is available 99% of the time during each calendar month.

8. Back-up and restoration

8.1 Hamlet Co will make back-ups of the Customer Data stored on the Platform on a daily basis.

8.2 If any Customer Data stored on the Platform is lost or corrupted, upon being notified promptly by the Customer, Hamlet Co will, if so directed by the Customer, use reasonable efforts to promptly restore the Customer Data from the most recent available backup copy.

9. Scheduled maintenance

9.1 Hamlet Co may suspend access to the Services or the Platform to carry out scheduled maintenance. This suspension will not be for more than 5 hours in each calendar month.

9.2 The Platform downtime during scheduled maintenance carried out in accordance with Paragraph [9.1] shall not be counted as Unavailability for the purpose of Paragraph [7.1].

10. Support Service Fees

10.1. Support Services may be subject to specific fees as agreed between the parties and outlined in the Order Form. Payment of such fees will be in accordance with the payment terms in the Services Agreement and the Order Form.