1.                         White Rhino Limited (“WR, We, or Us”)

2.                         The Member (“You”)



A.        WR lease the property at The Spencer Mall, 31 Dunmore St, Level 1 Shoppe 20, Wanaka 9305. 

B.        WR have renovated the property for use as a collaborative workspace known as The Cell and intend to grant membership and licenses to various people and organisations to all use that space.

C.        This license agreement is intended to record the arrangements between WR and You and to allow the balance of the space at The Cell to be licensed to others for their business activities.  It also sets out the key terms agreed such as where and what the shared space is, how long the arrangement will last, how much it will cost You and various other rights and obligations that each agree to.



1.         Where and what the shared space is and how it will be used:

            1.1       WR is the tenant of the property at The Spencer Mall known as The Cell and has developed the property into a shared collaborative workspace (“The Cell”). 

            1.2       WR is offering membership of The Cell.  A key benefit of membership is the entitlement to the grant of a non-exclusive license to use a part of the shared workspace by the Member subject to the terms of this license being signed. All licenses must be members of The Cell. 

            1.3       The license option chosen by the Member is subject to approval by WR and the availability of an unlicensed suitable space at The Cell, of the type chosen, at the date required by the Member.

            1.4       WR will establish such rules as are reasonably required to ensure the efficient and effective operation of The Cell as a collaborative workspace for the Members. All Members will be required to abide by those rules and the Code of Conduct notified by WR to the Members from time to time.  The Code of Conduct applying at the date of this License is attached. The rules established may include details of the hours of operation, security arrangements, and cleaning and repairs and maintenance policies.


2.         License of shared space

2.1       WR grants to You the non-exclusive right to use your Licensed Area as a work space to conduct the work agreed by WR, for the Term on payment of the License Fee and subject to compliance with the terms of this license.  By signing this license you accept the rights and obligations in this License.


3.         What this license doesn’t allow

            3.1       This license is not a lease and does not grant you exclusive possession of any part of The Cell. 

            3.2       The rights under the license are personal to you.  You are not allowed to assign, transfer, sub-license or grant any security interest in or over this license.

            3.3       This license does not allow you to use the Licensed Area for any other use than as a workspace to conduct the work agreed by WR.

            3.4       This license does not allow you to make any alterations or additions to the licensed area not to any other part of The Cell.


4.         Your obligations and acknowledgements to us

4.1       For weekly and monthly use you agree to pay the License Fee to us in advance via credit car or by electronic transfer of funds to the WR account provided to you.  For daily (hot desk) use you agree to pay the License Fee to us in advance for your first day at the full day rate. Casual use thereafter will be retro billed every 2 weeks.

4.2       You agree to pay penalty interest at the rate of 15% per annum on any outstanding amount owing to WR and in addition the full costs and expenses incurred as a result of any breach of this license by you.

4.3       You agree to become and remain a Member of The Cell during the Term of this license and abide by the Code of Conduct, any rules made by WR that apply to The Cell and all other terms of this License at all times. 

4.4       You acknowledge that you will use the Licensed Area only as a workspace and that your use of that space is at your own risk at all times.  Any insurance you require for your use of the space shall be your responsibility to obtain at your own cost.

4.5       You acknowledge that you are taking on this license based on your own investigations and are not relying on any warranty or representation from us.

4.6       At the end of the license term you will remove all of your personal equipment and possessions.  If you fail to do so then any cost of returning them to you will be charged to you.



5.1       We agree to provide you the use of the Licensed Area as a workspace on the terms provided in this license.



6.1       Your use of The Cell is subject to you remaining a Member, abiding by the Code of Conduct, paying the License Fee, and otherwise complying with the terms of this License Agreement.



7.1       The parties acknowledge that rights to intellectual property will remain with the owner of those rights at the commencement of this license.  The parties will take all reasonable steps to preserve and maintain the validity and enforceability of the intellectual property rights held. 

7.2       Neither party will, or allow any other person to, copy, alter, modify, reproduce, any of the intellectual property of the other.  Nor will any party do any act that would or might invalidate or be inconsistent with another party’s intellectual property rights.



8.1       The parties recognise and acknowledge that the use of The Cell will expose the parties to confidential business information from those that use The Cell as a workspace.  The parties acknowledge the confidential nature of that confidential information.

8.2       Neither party may use or disclose any such confidential information other than:

8.2.1      with the express prior written consent of the other party; or

8.2.2      as required by Law.

8.3       Each party agrees to implement and abide by all security arrangements deemed necessary to ensure that the secrecy of the confidential information is preserved and ensure the property is kept secure.

8.4       WR will insure, at WR’s cost, all of its fixtures and fittings under a standard policy of insurance for loss, damage or destruction by fire and all the usual risks covered by such a policy with a reputable insurance company to a value that equates to replacement value for those items. 

8.5       WR will take out a public liability insurance policy on such terms, as they deem necessary for their business activities.

8.6       All other insurance shall be the responsibility of You.



9.1       Either party may terminate this License immediately by notice in writing:

9.1.1      upon the other party committing any breach of this License that can’t be remedied;

9.1.2      upon the other party failing to remedy any breach of this License that is capable of remedy within 2 days of notice of that breach having been given by the non-defaulting party to the other party; and

9.1.3      upon the commencement of liquidation or the insolvency of the other party or upon the appointment of a receiver, statutory manager or trustee of the other party’s property or the other party being unable to pay its debts in the ordinary course of business.


10.       Other legal terms that apply

            Force Majeure

10.1     Either party may suspend its obligations to perform this License if it is unable to perform as a direct result of a Force Majeure Event. Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.

10.2     Where a party’s obligations have been suspended pursuant to clause 10.1 for a period of 5 days or more, the other party may immediately terminate this License by giving notice in writing to the other party.


10.3     Neither us will assign its rights under this License without the prior written consent of the other.

            Further Assurances

10.4     The parties must each do all such further acts (and sign any documents), as may be necessary or desirable to give effect to this License.


10.5     Except as specifically provided, no amendment to this License will be effective unless it is in writing and signed by both parties.


10.6     No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.

             Partial Invalidity

10.7     If any provision of this License or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this License and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.


10.8     Any notice or other communication in connection with this License shall be in writing and emailed to You at the email address you have given Us.

10.9     Notices or other communications are deemed received by You on the date they are sent.



11.1     Where any dispute arises between the parties each party must comply with the procedures set out in this clause before taking any other steps to resolve the dispute.

11.2     The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations.  The other party must within two days of receipt of the notice, give written notice to the first party naming its representative for the negotiations.  Each representative nominated shall have authority to settle or resolve the dispute.

11.3     If the parties are unable to resolve the dispute by discussion and negotiation within 5 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.

11.4     The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation Agreement. The mediation must be conducted by a mediator at a fee agreed by the parties.  Failing agreement between the parties, the mediator shall be selected and his or her fee determined by the Chair for the time being of LEADR New Zealand Inc.


12.       Governing law

12.1     This License shall be governed by New Zealand law.



           13.1      NO animals will be allowed on the premises at any time.



Membership at The Cell includes the use of The Cell facilities including:

1.         Use of the communal spaces including the communal kitchen

2.         Use of a fully fitted workspace including the office furniture assigned to you

3.         Fair and reasonable use of the meeting and call rooms

4.         Broadband connection

5.         Access to printing and other office services on payment of the relevant fee

6.         Participation in The Cell community

Note:  WR reserves the right to add to, modify and change the member benefits from time to time.

Code of Conduct:

By Accepting Membership and signing a License Agreement every Member of The Cell commits to encouraging a safe, secure, supportive and productive workplace environment.

The Members recognise that can only happen when all Members cooperate and agree to abide by suitable standards of conduct. Any Member found in breach of this Code may be subject to sanction, which may include termination of their membership of The Cell.

Members agree that all Members of The Cell will:

>      respect each other and their right to use the shared space

>      keep Confidential all information they come into contact with at The Cell

>      respect each other’s property

>      minimise the impact their actions or inactions have on other Members of The Cell

>      maintain a clean, tidy and safe workspace allocated to them

>      actively participate in promoting a positive collaborative work environment

>      ensure their actions and use of the space do not discriminate against any person

The following are the types of actions and behaviours that WR and Members of The Cell consider unacceptable:

>      not taking proper care of, neglecting or abusing WR property or any other Members property

>      using any equipment in an unauthorised manner

>      damaging, destroying or stealing property belonging to fellow Members or WR failing to respect confidential information

>      engaging in horseplay or disorderly conduct or fighting

>      being under the influence of any illegal drug, or bringing illegal drugs into The Cell

>      being under the influence of alcohol or bringing alcohol into The Cell other than for agreed social functions

>      giving false or misleading information

>      using threatening or abusive language towards any person 

>      smoking inside or violating any fire protection regulation

>      breaching health and safety regulations

>      possessing firearms or weapons of any kind at The Cell

This list is not exclusive but is intended to outline the types of action and behaviour that the Members will not accept.