General Terms & Conditions for Membership

 

  1. INTRODUCTION
    1. Perch provides a co-working office space and features associated thereto, at 2nd Floor, 37 Bath Avenue, Rosebank (“Co-Working Space”), to people who are part of Perch’s membership at the Co-Working Space (“Membership”), in return for payment to Perch for such Membership (“Membership Fee”), in accordance with these Terms.
    2. Perch would like to offer a Membership to the Member herein, and the Member would like to acquire Membership with Perch on these Terms.
    3. This document sets out the terms and conditions (“Terms”) that govern the Membership conditions between Perch and the Member, and at the Co-Working Space.
    4. The Member’s mere use of the Co-Working Space in any way constitutes and confirms their tacit acceptance of these Terms, notwithstanding their failure to specifically sign this agreement.
    5. These Terms are subject to any additional written agreement entered into and signed between Perch and the Member relating to their use of the Co-Working Space.
    6. These Terms are updated or amended from time to time, and will be effective upon Perch formally announcing the amended Terms at the Co-Working Space or its associated communication channels to Members. It is the Member’s responsibility to read these Terms periodically to ensure that they are aware of, and understand any applicable changes. A Member’s receipt, or deemed receipt, of these Terms changes, constitutes their acceptance of them.
  2. DESCRIPTION OF MEMBERSHIP AND RELATIONSHIP OF PARTIES
    1. Perch will provide the Member with the following as part of a Membership:
      1. Access to the Co-Working Space’s office space, workstations, internet access, office equipment such as printing, meeting room space, knowledge resources, and other services between the hours of 8 am to 5 pm; and
      2. Value-added services such as a business address, storage lockers and access to social and networking events.
    2. There are a range of Membership options which the Member can choose from when signing up for Membership; each with their own Membership Fee and/or requirements relating to the Member’s use of the Co-Working Space. These Membership options will be explained to the Member at sign-up, with details relating thereto to be provided by Perch to the Member when required.
    3. The relationship between the parties is governed by the Terms and does not constitute a joint venture, agency, partnership, employer/employee or similar type relationship. Membership does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.
  3. INVOICING AND PAYMENT OF THE MEMBERSHIP FEE
    1. Perch will charge the Member a Membership Fee in consideration for the Membership and use of the Co-Working Space.
    2. The Membership Fee will vary based on the type of Membership option chosen and confirmed in writing by the Member when using the Co-Working Space and/or signing up for a Membership with Perch.
    3. The Member is automatically invoiced for the Membership Fee on a monthly or weekly basis, in advance, as the case may be, based on their Membership-option chosen. Included in the invoice, and in addition to a Membership Fee, will be any variable charges that may have been incurred by the Member at the Co-Working Space during the previous invoice period, and which amounts the Member is liable to pay to Perch.
    4. The Member’s payment of:
      1. a monthly invoice is required at the beginning of the month for that period;
      2. a weekly invoice is required at the beginning of the week for that period;
      3. ad hoc fees for Co-Working Space casual usage is paid on the day of use; or
      4. on the date specified in the relevant monthly, weekly or daily invoice.

    5. The Membership Fee must be paid to Perch via a Masterpass payment, Credit Card payment or via an online payment gateway if and when available, where relevant proof of payment must be sent by the Member to Perch where required. Members must be aware that separate third-party payment operator’s terms may be applicable when using these third-party payment operators, and the Member understands and agrees to be bound by any such third-party terms, for which Perch is not responsible.
  • MEMBERSHIP PERIOD AND TERMINATION
    1. The Membership shall commence upon receipt of the relevant Membership Fee payment by Perch and shall continue until the expiry of the membership period subject to termination as provided for below.
    2. This agreement and its associated Membership shall terminate should:
    1. the Member ceases to pay any applicable Membership Fee; or
    2. either party becomes entitled to cancel this agreement in terms of clause 9, pursuant to an un-remedied breach of this agreement.
  • Termination of Membership for any cause whatsoever shall not release either party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination.
    1. GENERAL OBLIGATIONS OF PERCH
    2. Perch undertakes to the Member that it will:

    3. provide free and functional wireless internet access in the Co-Working Space, which access password may change periodically for security reasons; and
    4. provide clean, serviced facilities at all times.
    1. MEMBER WARRANTIES AND OBLIGATIONS

    The Member warrants to Perch in relation to their Membership and/or their use of the Co-Working Space that:

    1. they are of full capacity and have read, understood and have agreed to be bound by these Terms;
    2. they will adhere to the Terms in accordance with this agreement and shall act in such a manner as they reasonably consider to be most beneficial to the interests of Perch;
    3. they will pay all due and payable Membership Fees and other associated costs to Perch timeously and in accordance with the Terms;
    4. all the information they provide to Perch for the purpose of Membership or otherwise, is true and accurate in every aspect;
    5. they will not use the Membership or Co-Working Space in connection with any contest, pyramid scheme, chain letter, junk email, spam or any duplicative or unsolicited message (commercial or otherwise);
    6. they will not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other members, others at the Co-Working Space or in any way related to Perch;
    7. they will not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Co-Working Space servers, computer equipment or online platforms;
    8. they will not upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless the Member owns or controls the rights thereto or has received all necessary consent to do the same;
    9. they will not upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or program that may damage the operation of another computer or property of another member, or that of Perch;
    10. they will not download any file that the Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner;
    11. they will not restrict or inhibit any other user from using and enjoying the Co-Working Space and/or their own Membership;
    12. they will not violate any code of conduct or other guideline which may be applicable for any particular Membership type (including any applicable occupation rules);
    13. they will not harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
    14. they will not violate any applicable laws or regulations;
    15. they will not wilfully damage or destroy any of the furniture, fittings or equipment in the Co–Working Space;
    16. their participation or use of the Membership will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which they are a party; and
    17. they shall not do anything or allow any act to be done which does or is reasonably and foreseeably likely to prejudice the good name and reputation of Perch.
    1. OTHER RULES RELATING TO MEMBERSHIP AND/OR USE OF THE CO-WORKING SPACE
      1. Smoking inside the Co-Working Space is strictly prohibited.
      2. When using meeting rooms or other resources or areas of or in the Co-Working Space, it is required that the Member return the area to their original configuration or condition, or better, once completed with its use.
      3. Storage of Member equipment or personal property at the Co-Working Space is only allowed with permission of the facility manager and Perch will not be held responsible in any way if such items are damaged, stolen or go missing.
    2. EXCLUSION OF LIABILITY AND INDEMNIFICATION
      1. The Member agrees to indemnify and hold Perch harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by the Member relating to their use of the Membership and/or Co-Working Space.
      2. To the maximum extent permitted by the applicable law, in no event shall Perch or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and its past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for loss of profits, loss of confidential or other information, business interruption, loss of equipment, personal injury, loss of privacy, failure to meet any duty) arising out of or in any way related to the participation in or inability to participate in or use of the Membership and/or the Co-Working Space, the provision of or failure to provide Membership services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, delict (including negligence), strict liability, breach of contract or breach of warranty by Perch.
      3. The Member further agrees that, in the event that they bring a claim or lawsuit in violation of this agreement, they shall be liable to Perch for any attorney fees and costs incurred by Perch or its respective officers and agents in connection with the defence of such claim or lawsuit.
      4. Accordingly, it is strongly suggested that all Members possess and use an adequate insurance policy to cover their equipment while using the Co-Working Space.
    3. BREACH
      1. Perch shall have the right, at its election, to terminate this agreement forthwith by notice in writing to the Member, in the event that:
        1. on written notice to that effect by Perch, should the Member commit any breach or permit the commission of any breach of any of these Terms contained in this agreement and, in respect of such a breach capable of remedy, fail to remedy that breach within 2 (two) Business Days after the giving of written notice to that effect by the Perch to the Member; or
        2. the Member breaches any of the Terms in such a manner as to justify Perch in terminating the agreement without allowing the Member to remedy the breach.
      2. In the event of cancellation of this agreement in the circumstances contemplated in clause 9.1, written notice of any such cancellation shall be given and such cancellation shall take effect on the giving of such notice.
      3. The cancellation of this agreement or exercising of any right conferred by this clause 9 shall be without prejudice to any claims hereunder then accrued or to any further or other rights or remedies of either party, whether under this agreement or otherwise in law, and whether for damages or otherwise.
    4. INTELLECTUAL PROPERTY PROTECTION
      1. All material, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, copyright and/or service marks (as well as the organisation and layout of the Co-Working Space) derived from the Co-Working Space or from the use of a Membership, are owned (or co-owned or licenced, as the case may be) by Perch, its members, associates and/or partners, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.
      2. Subject to the rights afforded to the Member in these Terms, all other rights to all intellectual property of the Co-Working Space and/or of Perch are expressly reserved. The Member may not copy, download, print, modify, alter, publish, broadcast, distribute, sell or transfer any intellectual property, editorial content, graphics or other material, whether in whole or in part, without the written consent of Perch and/or the lawful creator and/or rights-holder first being granted to them, which consent may be refused at the discretion of same party. No modification of any intellectual property or editorial content or graphics is permitted.
    5. FORCE MAJEURE

    If either party is prevented from or hindered or delayed in performing any obligations under these Terms by reason of any circumstances beyond its reasonable control (including but not limited to, acts of god, governmental restraints, strikes, labour disputes (other than strikes or labour disputes by its own staff), war, extreme weather, electrical load-shedding, interruption of water supply, fire, flood, riot, sabotage and terrorism), it shall be excused performance to the extent affected by the circumstances concerned so long as it shall both give notice to the other party of those circumstances promptly after they first affected performance and use all reasonable commercial endeavours to remove or avoid their cause or effect.

    1. CONFIDENTIALITY
      1. The Member acknowledges and agrees that during their participation in and/or use of the Membership and/or the Co-Working Space they may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Perch or any participant or user of the Co-Working Space or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of the Co-Working Space, any analyses, compilations, studies or other documents prepared by Perch and/or the Co-Working Space or otherwise derived in any manner from the Confidential Information that the Member is obliged to keep confidential or know or has reason to know should be treated as confidential.
      2. Membership requires the Member to:
        1. maintain all Confidential Information in strict confidence; and
        2. not disclose Confidential Information to any third party without the prior consent of the owner such Confidential Information.
      3. Neither party shall, during or after the provision of the Membership, use to the prejudice or detriment of the other party, or divulge to any person any material, client list, business method, trade secret or any other Confidential Information concerning the business affairs of the other party which may have come into its possession or knowledge during the course of this agreement or the Membership.
      4. All Confidential Information remains the sole and exclusive property of Perch or the respective disclosing party. The Member acknowledges and agrees that nothing in these Terms or in their participation or use of the Membership and/or the Co-Working Space will be construed as granting any rights to them, by license or otherwise, in or to any Confidential Information.
      5. The parties may only advertise their affiliation to each other specifically as agreed between them and only on the terms specified between them.
    2. DISPUTE RESOLUTION
      1. Should any dispute, disagreement or claim arise between the parties (“the dispute”) concerning this agreement, its termination and/or cancellation and/or rectification, the parties shall submit the dispute to final arbitration for resolution in accordance with the rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator or arbitrators appointed by AFSA utilising such expedited proceedings as may be available in terms of such rules.
      2. Any arbitration shall be held in the city of Perch’s choice and sole discretion.
      3. Notwithstanding anything to the contrary contained in this clause 13, either party shall be entitled to approach and seek relief from any competent court having jurisdiction, or to manifest/use their rights as provided under all applicable legislation.
      4. The parties both agree that in no circumstance will either party publicize the dispute on any public platform, including social media. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim.
    3. NO CESSION OR ASSIGNMENT

    The Member shall not be entitled to cede, assign, transfer or delegate all or any of their rights, obligations, interests in, under or in terms of the Terms to any third party without the prior written consent of Perch.

    1. NON-DISPARAGEMENT

    The Member shall, during and after the participation in and use of the Membership, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Co-Working Space, or any of the Co-Working Space officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

    1. SERVICE ADDRESS

    Each of the parties choose their domicilium citandi et executandi (“domicilium”) for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from this agreement at their respective addresses outlined in this agreement or otherwise recorded between the parties during Membership registration.

    1. GENERAL
      1. Survival of Rights, Duties, and Obligations: Termination of this agreement for any cause whatsoever shall not release either party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination.
      2. Variation of this Agreement: No alteration, consensual cancellation, variation of, or addition to this agreement shall be of any force or effect unless reduced to writing and signed by both parties.
      3. Counterparts: This agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
      4. Governing law: This agreement shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with this agreement shall be determined in accordance with such law.
      5. Indulgences: No indulgence, leniency or extension of time which any party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future
      6. Cumulative Rights and Remedies: The rights and remedies of the parties under this agreement are cumulative and in addition to any rights and remedies provided by law.