Usage Contract Terms & Conditions
Welcome to the Nooka community! Your very own smart, WiFi-connected, fully equipped proximity office space is waiting for you.
These Membership Terms and the Membership Details Form (together, the “Membership Agreement”) form the Membership Agreement between you and NOOKA SPACE LTD (“Nooka”) in connection with your Membership and the services provided by Nooka to you connect with your Membership (“Services”).
References to “you,” “your” and similar words in the Membership Agreement refer to the individual or entity applying for the Membership and agreeing to be bound by the Membership Agreement. If you are entering into the Membership Agreement on behalf of an entity, you represent and warrant that you have all necessary rights, authority, and consent to bind such entity to the terms set out therein.
1. INSTALLATION, MEMBERSHIP, FEES, AND PAYMENTS
a. Installation
i) Installation involves the full assembly of the Nooka Space in your chosen location, including furniture setup.
ii) If your chosen location for the Nooka Space is not on flat, even ground, you may need to do preparations ahead of the Nooka Space delivery to ensure the location is flat with the suitable ground for installation. Our installation team can handle minor slopes and uneven ground with 4-6 adjustable footrests, but if these will be needed please send us a photo when placing your order to get a confirmation in advance.
iii. If your chosen location will be on grass, earth, or wood, please inform us to request a suitable pre-made base (concrete or metal) when placing your order.
iv) Please note that installation does not include connecting your Nooka Space to your electrical mains.
v) We reserve the right to request proof of your legal right to the land upon which the Nooka Space will be placed prior to delivery being scheduled.
vi) We will arrange a convenient date for delivery and an approximate time. We reserve the right to request a change to the date and time if unforeseen circumstances prevent us from delivering as scheduled.
vii) If you are unavailable to receive the Nooka Space when it arrives, our team will wait for a maximum of 4 hours at your location. If you do not arrive within this period, your order will be voided and you will incur a penalty fee of €1000
viii) A clear route must be available for our delivery team to carry the Nooka Space from the delivery vehicle to your final location. The route must be wider than the width of your Nooka Space, free from obstructions (e.g. bins, cars, walls/fences, trees, overhanging obstacles), and allow good footing by the delivery team (e.g. not have a slip or trip hazards, steep inclines or declines). The distance between the delivery truck and the final location must be less than 7 meters.
ix) You are responsible for understanding and complying with any laws, rules, planning permissions, regulations, and contracts with third parties that apply to your Nooka Space.
a. Membership.
i) Membership allows you to access and have full exclusive use of the Nooka Space installed at the address you have provided.
ii) Membership is individual and non-transferable unless otherwise agreed in writing by Nooka (acting at their absolute discretion).
iii) Membership includes an ergonomic chair, electric height adjustable desk, WiFi, and access to all facilities inside the Nooka Space.
vi) You may add additional decor or furniture items to the Nooka Space if you wish, but you are not permitted to paint, drill, or alter the structure of the Nooka Space.
b. Payment of Fees.
i) By signing up for a Nooka Membership, you agree to pay us the recurring and nonrecurring fees associated with that Nooka Membership, as notified to you at the time you sign up for the relevant Membership on the Membership Details Form. All fees are quoted exclusive of VAT which will be levied at the appropriate rate.
ii) The Membership Agreement will be effective when signed by you, provided that Nooka has no obligations to you until you pay us the upfront installation fee; These amounts will be set out on your Membership Details Form.
iii) During the term of the Membership Agreement, your Membership Fee will be due monthly in advance on the first day of each month. For example, if you start your Membership on 15 March, when you sign up you pay your Membership Fees for the period of 15 March to 31 March. Then, on 1 April, the Membership Fee for the month of April will become due and payable.
iii) Your installation fee payable upon pre-order is fully refundable
c. Payment methods.
i) All payments of the Installation Fee, Membership Fee, or any other charges for recurring services shall be paid via Credit Card, Debit Card, or Direct Debit.
ii) You acknowledge and agree that the payment method provided by you will be automatically charged the Membership Fees and any other amounts you may incur or be liable for under the terms of this Membership Agreement (including for damages cause to the Nooka Space or Nooka property) in connection with the Services.
iii) Only a single payment method may be used at any given time to make payments for all Services you purchased in a single transaction.
iv) You must keep your payment information up to date and accurate.
d. Failure to Pay Fees.
i) Where payment is late, you will be responsible for paying the then-current late charge and your privileges (including access to the Nooka Space) will be suspended until you have paid all outstanding fees due.
ii) If you repeatedly fail to pay any Membership Fees on time or fail to make a payment of any installation of Membership Fees or other applicable fees within 8 days of the due date, then Nooka may terminate your Membership immediately upon notice to you.
iii) You will be liable for any collection or legal costs incurred by Nooka in connection with the collection of your unpaid Membership Fees or removal of the Nooka.
iv) For the avoidance of doubt if you are allowed access to the Nooka Space or receive any other benefit of your Membership despite not having paid your Membership Fees in full or any other applicable outstanding fee, this shall not constitute a waiver of Nooka’s rights in relation to such outstanding fees and such fees shall remain due and payable.
f. Refunds. Unless expressly provided herein, Nooka will have no obligation to refund any Membership Fees or other expenses, even if you do not use your Membership or if you or Nooka terminate your Membership before the Earliest End Date as set out in the Membership Details Form.
g. Duration, Termination, and Suspension of Membership.
i) This Membership Agreement shall (subject to the rights of determination set out in these terms and conditions) continue until at least the Earliest End Date and shall then continue until determined in accordance with these terms and conditions.
ii) Unless otherwise provided herein, Nooka may, in its sole discretion, terminate your Membership at any time upon notice to you, with no entitlement to a refund of any fees (including Membership Fees) previously paid, following (i) if you become insolvent, bankrupt, go into liquidation, or become unable to pay your debts as they fall due; (ii) if any outstanding fees are still due; (iv) at any other time when Nooka in its sole discretion sees fit to do so.
iii) You may only cancel this Membership Agreement after the Earliest End Date. This will be 18 months after your Start Date. You can cancel your Membership after the Earliest End Date by giving at least 30 days’ notice, to take effect at the end of the calendar month. For the purpose of this clause, such notice will be served on Nooka by submitting a termination notice via email to hello@nookaspace.com
iv) If you need to cancel before the Earliest End Date outlined in your Membership Agreement, you will be charged a cancellation fee of €995 for the removal of the Nooka Space from your property.
2. START DATE.
You will be entitled to use the Nooka Space immediately after installation.
3. NOOKA APP.
You will be required to sign up for the Nooka mobile app (iPhone or Android). You will be able to use the Nooka mobile app to open and lock your Nooka Space (via Bluetooth). You can also manage your Nooka membership via the app.
4. MEMBER’S RIGHTS AND OBLIGATIONS.
You will:
a. maintain the Nooka Space and the facilities therein in their existing condition and notify us immediately should any damage occur.
b. be responsible for any damage that you, your guests, and/or any pets cause.
e. pay Membership Fee and other the stipulated fees and charges on the due dates and perform all of the obligations contained in this agreement.
g. not carry on a business or activity which Nooka construe as illegal, immoral, offensive, or obscene and you will not use the Nooka Space or facilities therein whether directly or indirectly for this purpose.
5. WIFI.
The WiFi for your Nooka Space will be provided by a third-party internet provider and Nooka shall not be responsible for any loss or damages in connection to WiFi interruption or failure.
6. PROPERTY.
a. Nooka shall not be responsible for any loss, damage, or theft of your property, and we strongly advise you to insure against such risk.
b. It is your responsibility to ensure that your Nooka Space is securely locked at all times.
7. RE-RENT OPTION FOR HOSTS.
Upon the release of the Nooka Marketplace, you have the option to list your Nooka Space as available to rent by the hour or day. As a Host, Nooka offers you the opportunity to share your Nooka Space with our vibrant community of Remote Workers – and earn money doing it. It’s easy to create a Listing and you are in control of how you host – set your price, availability, and rules for each Listing.
a. When you accept a booking request or receive a booking confirmation through the Nooka Platform, you are entering into a contract directly with the Remote Worker, and are responsible for delivering your Host Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Nooka’s service fee (and applicable taxes) for each booking. Nooka will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies, or conditions that you include in any supplemental contract with Guests must: (i) be consistent with these Terms, our policies, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.
b. We charge Hosts a 25% service fee. This is calculated based on the price of your listing.
c. Depending on the laws of the jurisdiction involved, VAT may be charged on top of the host and Remote Worker service fee. The service fee will include these VAT charges when applicable.
d. Independence of Hosts. Your relationship with Nooka is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Nooka. Nooka does not direct or control your Host Service, and you agree that you have complete discretion whether and when to provide Host Services, and at what price and on what terms to offer them.
e. Know your legal obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Host Services. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using the personal data of Remote Workers and others in compliance with applicable privacy laws and these Terms.
8. TECHNOLOGY AND SUPPORT.
In order to use the Services offered by Nooka, it may be necessary to install software onto your computer, tablet, mobile device, or other electronic equipment. You agree that Nooka is not responsible for any damage to your computer, tablet, mobile device, or other electronic equipment, or otherwise to your system, related to such technical support or downloading and installation of any software; do not assume any liability or warranty in the event that any manufacturer warranties are voided, and do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
9. LIABILITY
a. Disclaimer of warranties and implied terms. Your Membership and the Services are provided “AS IS”. To the extent permitted by law, Nooka disclaims all warranties and terms, express or implied, with respect to your Membership and the Services, including warranties, terms, or representations as to the availability, operation, performance, and/or use of our Services and Nooka Space, or any other materials on or accessed via your Membership and the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from a course of dealing, course of performance or usage in trade.
b. Indemnity. You agree to indemnify, defend and hold Nooka and its affiliates and its and their respective officers, directors, employees, consultants, contractors and agents harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, for the avoidance of doubt, any of your respective officers, directors, employees, contractors, guests, invitees and/or agents; any employees, contractors or agents of Nooka; and any of Nooka’s other members) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable legal costs and disbursements) in connection with such Third Party Claims, to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Membership Agreement by you, or (ii) any other conduct, acts or omissions by you or any of your agents or guests or pets in connection with your Membership or any of your or their respective use of the Nooka Space and Services, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by you or by any of your agents or guests or pets.
d. Limitation of Liability. To the extent permitted by law, the aggregate liability of Nooka and its affiliates to you or your employees, agents, or guests for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed €1000. Under no circumstances will Nooka be liable under any cause of action, for any indirect, special, incidental, consequential, reliance, or punitive damages, including business interruption, or for the cost of any substitute goods, services, or technology, or any loss of profit (whether direct or indirect). For the avoidance of doubt, nothing in the Membership Agreement excludes Nooka’s liability for (a) death or personal injury caused by Nooka’s negligence; (b) fraud or fraudulent misrepresentation, or (c) any breach of any implied terms which cannot lawfully be excluded; or (d) any other liability that as a matter of law cannot be excluded.
10. COMMUNICATIONS.
You acknowledge that you will receive Nooka Membership emails as part of your obligations and duties as a member. Nooka may provide notice of any changes to services, fees, or other updates by email to the address provided by you. You agree to notify Nooka of any changes to your contact information.
11. PRIVACY.
Nooka collects, processes, transfers, and secures your personal data pursuant to the terms of our Privacy Policy, which can be found on the Nooka website (https://www.nookaspace.com/privacy-policy).
12. CHANGES TO THESE MEMBERSHIP TERMS.
From time to time, Nooka may also make modifications, deletions or additions to these Membership Terms and will provide you with notice of changes, by emailing the email address provided by you to Nooka. If you don’t agree to the changes, you may cancel your Membership at any time, but note that there are no refunds for early cancellation.
13. ASSIGNMENT.
Neither party will assign or otherwise transfer any of its rights or obligations under the Membership Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Nooka may, without your consent, assign or otherwise transfer the Membership Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all of its assets or other change of control transaction, provided that such assignment or transfer does not adversely affect or materially reduce your rights under the Membership Agreement. Any assignment or other transfer not in accordance with this section will be null and void. The Membership Agreement is binding upon and will inure to the benefit of each party and their respective permitted successors or assigns.
14. NO AGENCY.
The relationship of you and Nooka under the Membership Agreement: (i) is one of the independent contractors, and neither party has the authority to bind the other party in any way and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party.
15. ENTIRE AGREEMENT.
The Membership Agreement sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.
16. WAIVER OF RIGHTS.
A waiver of any right or remedy under the Membership Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Membership Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Membership Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17. SEVERABILITY.
In the event that any provision of the Membership Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Membership Agreement shall otherwise remain in full force and effect and enforceable.
18. GOVERNING LAW AND JURISDICTION.
The Membership Agreement and all disputes arising out of or in connection with it (including any non-contractual disputes) shall be governed by the law of Ireland and you and Nooka hereby submit to the exclusive jurisdiction of the courts of Ireland.
