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Terms and Conditions

General Terms and Conditions

TERMS AND CONDITIONS

The following terms and conditions (“T&C”) govern the rights and obligations between the Member (or the Member’s parent/guardian if below age 18) (the “Member”) and the respective Campfire company (“Campfire”) as specified in the Membership Application Agreement (the “Agreement”). Campfire may at its sole discretion amend, vary, delete or add to this T&C with immediate effect. The Member may view a copy on Campers Base or at any Campfire location (please feel free to speak with your Community Host). References to “Campfire Group” are to Campfire’s subsidiaries, holding companies and subsidiaries of such holding companies.

1. Relationship of the Parties

A) Campfire will provide the Member with non-exclusive access to office space, workstations, internet access, basic office equipment and other services as Campfire may provide from time to time (collectively the “Services”). B) The Services will be provided at the Campfire Location specified in the Agreement or other locations operated by the Campfire Group (the “Premises”). C) Notwithstanding anything to the contrary, all Services (including access to, use and possession of the Premises) are provided to the Member as services and contractual rights and licences. Nothing in the Agreement grants the Member any title, lease, easement, lien, possession or similar property rights in Campfire Group’s business, the Services, the Premises or any personal property. The Agreement is not a tenancy or an agreement to provide tenure, leasehold estate or other real property interest. The Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture. Neither party will in any way misrepresent our relationship. D) Campfire may assign the benefit of its agreements with the Member to any Campfire Group company at any time without notice.

2. Use of Services

The Member agrees to observe the following rules and regulations: A) Shall follow the House Rules as updated by Campfire from time to time (a copy is available on request at any Campfire location). B) The Member acknowledges that the Member is participating in or using the Services at the Member’s own free will and decision. The Member acknowledges that Campfire Group does not have any liability with respect to the Member’s access, participation in and use of the Services, or to any loss of information resulting from such participation or use. C) Use of the Services is personal to the Member (or if the Member is a company, the Member’s authorised users subject to Campfire’s approval) and is non-assignable and non-transferable. Use restrictions exist on some Agreements. D) Shall not lend keys or access cards to or allow third parties to enter the Premises or use any of its facilities unless accompanied by the Member. The Member shall be fully responsible for the behaviour of the Member’s employee(s), agent(s), invitee(s) or guest(s). E) Shall not bring into the Premises any inflammable, hazardous, illegal or otherwise dangerous substances. F) Shall not access any device connected to the Campfire network or the internet that the Member does not have permission to access. G) Shall not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through the Campfire network or its servers. H) Shall not use any material or information, including images or photographs, which are made available through the Services in any manner that may infringe any copyright, trademark, patent, trade secret, or other proprietary rights of Campfire Group or any other parties. I) Shall not upload files that may contain viruses, Trojan Horses, Worms, corrupted files, or any other similar software or programs that may damage the operation of other computers or properties. J) Shall not restrict or inhibit other members from using or enjoying the Services. K) Shall not violate any code of conduct or other guidelines which may be applicable for any of the Services. L) Shall not violate any applicable laws or regulations or conduct any illegal businesses or activities. M) Shall not bring any manufacturing machineries into the Premises. N) Shall take proper care of the Premises, its equipment, fittings and furnishings. The Member shall not make any alterations without Campfire’s prior consent. The Member shall be held responsible for any damage caused by the Member or any guests. O) Shall not install any furniture or office equipment, cabling, IT or telecom connections without Campfire’s prior consent. P) All keys and/or access cards remain the property of Campfire. The keys or access cards are for the Member’s use only (or if the Member is a company, the Member’s authorised users subject to Campfire’s approval) and are non-transferable and non-assignable. In the event of loss or misplacement, the Member must report this to Campfire immediately and applicable charges will apply. The Member may also be required to pay for the cost of new locks. Q) It is the Member’s responsibility to arrange the appropriate insurance coverage for the Member’s personal property. R) Shall not bring pets or animals into the Premises. S) All property belonging to the Member or any employee(s), agent(s), invitee(s) or guest(s) of the Member shall be kept at the Premises at the risk of such person and Campfire shall not be responsible for any damage thereto or for theft or misappropriation thereof. The Member should safeguard the Member’s own property at all times.

3. Invoicing and Payment

A) Within 14 days of signing the Agreement or one (1) working day before the Plan Start Date (whichever is earlier), the Member shall pay to Campfire an advance payment of one (1) month’s membership fee and a security deposit. B) Subject to these T&C, the fees payable by the Member are detailed on the Agreement and the relevant invoice. Membership fees are due monthly in advance, no later than the last day of the preceding month. C) If payment is overdue, Campfire shall be entitled to: (i) charge late payment interest as shown on the relevant invoice; and/or

(ii) suspend the Services as follows:

  • 7 days overdue, Services are partially suspended including but not limited to printing, internet and meeting room services
  • 14 days overdue, all Services are suspended and access card(s) are deactivated Any suspension shall not affect the Member’s obligation to pay the monthly membership fee under the Agreement. D) Campfire reserves the right to apply all or part of the security deposit toward the payment of any amounts due under the Agreement or required to remedy any default by the Member. The security deposit will be returned to the Member no later than thirty (30) days following the termination of the Agreement, subject to the complete satisfaction of the Member’s obligations under the Agreement. E) Members are responsible to complete and pay for the entire length of the Plan Term as designated in the Agreement. The Agreement and all paid fees are non-refundable and non-transferable. For the avoidance of doubt, the Member may not suspend the membership.

4. Termination

A) Campfire reserves the right to terminate the Agreement immediately and without notice for late or non-payment. Campfire further reserves the right to terminate or suspend all or part of the Services, immediately and without notice, should the Member fail to comply with this T&C (including the House Rules). B) Upon the expiry of the Plan Term of the Agreement, the Member may terminate the Agreement by providing 30 days’ written notice to Campfire.Unless and until Campfire receives such termination request in writing, the Agreement will automatically renew from the Plan End Date on a month to month basis (“Automatic Renewal”). C) During the Automatic Renewal period and subject to 30 days’ written notice, Campfire reserves the right to review the membership fees or terminate the Agreement. D) Subject to the prior written approval of Campfire, the Member may terminate the Agreement prior to the Plan End Date by making payment of the full agreed fees for the unexpired term together with all other outstanding invoice(s) if any. E) Prior to the termination or expiration of the Agreement, the Member will remove all of the Member’s property from the Premises. After providing reasonable notice, Campfire will be entitled to dispose of any property remaining on the Premises without any obligation to store such property, and the Member waives any claims or demands regarding such property or the handling of such property. The Member will be responsible to pay any reasonable fees incurred for such removal. F) Should any Campfire location be acquired by a private developer, Urban Renewal Authority or other government authority for redevelopment (whether under the Land (Compulsory Sale for Redevelopment) Ordinance, the Land Resumption Ordinance or otherwise) or should the premises be sold, re-developed and/or the respective tenancy agreement is terminated, Campfire (without prejudice to any other rights and remedies) hereby reserves the right to terminate this Agreement and/or the Member’s use of the relevant premises with immediate notice.

5. Confidentiality

A) The Member acknowledges and agrees that during the use of the Services the Member may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Campfire Group or any user or member of the Services or any employee affiliate or agent thereof that is non-public, confidential or proprietary in nature. Confidential Information also includes, without limitation, to 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, any analyses, compilations, studies or other documents prepared by Campfire Group or otherwise derived in any manner from the Confidential Information that the Member is obliged to keep confidential or knows or has reason to know should be treated as confidential. B) The Member’s use of the Services obligates the Member to (i) maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use Confidential Information in any way which may directly or indirectly be detrimental to Campfire Group or any member(s) or user(s) of the Services. C) All Confidential Information remains the sole and exclusive property of Campfire Group or the respective disclosing party. The Member acknowledges and agrees that nothing in this T&C or its participation or use of the Services shall be construed as granting any rights, by licence or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Campfire Group or any participant(s) or user(s) of the Services. D) Notwithstanding anything to the contrary in this Clause 5, Campfire reserves the right to use the Member’s name (or its relevant trade name(s)) in advertising and promotional materials.

6. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMPFIRE PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES, REMAINS WITH THE MEMBER. THE PROVISIONS OF THIS CLAUSE 6 SHALL SURVIVE TERMINATION OF THE AGREEMENT.

7. Exclusion of Incidental, Consequential and Certain Other Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMPFIRE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED) OR GROUP COMPANIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, 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, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CAMPFIRE, AND EVEN IF CAMPFIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS CLAUSE 7 SHALL SURVIVE TERMINATION OF THE AGREEMENT.

8. Limitation of Liability and Remedies

NOTWITHSTANDING ANY DAMAGES THAT THE MEMBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CAMPFIRE OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY-OWNED) OR GROUP COMPANIES, AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS AND THE MEMBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY THE MEMBER BASED ON REASONABLE RELIANCE UP TO THE TOTAL CHARGES PAID AND PAYABLE BY THE MEMBER HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS CLAUSE 8 SHALL SURVIVE TERMINATION OF THE AGREEMENT.

9. Indemnity

The Member releases, and hereby agrees to indemnify, defend and save harmless Campfire Group, and its affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, demands, causes of action, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (including reasonable legal fees) based upon or arising out of the Member’s negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services or the Premises, arising out of any injury, illness, sickness, or disease that the Member or any of the Member’s employees suffer, any other activity the Member engages in on or about the Premises, or the Member’s breach or alleged breach of the Agreement. The Member further agrees in the event that the Member bring a claim or action in violation of the Agreement, the Member shall be liable for any legal fees and costs incurred by Campfire Group.

10. Waiver

No failure or delay by Campfire Group to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11. Contracts (Rights of Third Parties) Ordinance

The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap. 623) are hereby expressly excluded from the Agreement and/or any other documents issued pursuant thereto, save and except for any company of the Campfire Group who may enforce the Agreement.

12. Jurisdiction

The Agreement and this T&C is governed by and will be construed in accordance with the laws of the Hong Kong. The parties submit to the non-exclusive jurisdiction of the Hong Kong courts.

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