General Terms and Conditions
These terms and conditions apply to Co-work Merimbula Office Licence Agreements, Virtual Office Licence Agreements, and Casual Use Agreements – a Licence Agreement (Daily Desk Hire, Monthly Desk Hire, Meeting Room Hire) unless otherwise stated and agreed in writing.
For full details of all terms and conditions including definitions of terms appearing in these terms and conditions please read the relevant Licence Agreement.
1) A Licence Agreement is personal to the Licensee and cannot be assigned or sublet.
2) A Licence Agreement does not create the relationship of landlord and tenant between the parties.
3) All Licence Fees are due and payable on the Payment Date nominated in the Licence Agreement or in the case of Casual Use at the time of booking. Interest may be charged by the Licensor at the rate prescribed in the Licence Agreement on any amount or payment outstanding.
4) The Licensor shall issue a tax invoice to the Licensee on the first day of each month for the Fees for the month in advance and for any charges or other fees incurred in the preceding month with respect to mail redirection or other agreed administrative services rendered by the Licensor.
5) The Licensee shall conduct their business from the licenced premises:
a) to the best of their skill and ability;
b) in an ethical manner and in accordance with all applicable standards laws and regulations of the State of NSW and Commonwealth of Australia;
c) in a manner or style that does not bring the Licensor or other licensees of the Office Space into disrepute or ill regard.
6) The Licensee may terminate a Licence Agreement on one (1) months’ Notice.
7) The Licensor may terminate a Licence Agreement on 7 days Notice in the event of a breach of the Licence Agreement, or in the event of a serious breach of a Licence Agreement immediately and without notice to the Licensee.
8) The Licensor may at any other time and without cause terminate a Licence agreement on 1 months Notice.
9) The Licensee shall maintain their own insurances necessary for the conduct of their business including but not limited to workers compensation, public liability and professional indemnity insurance.
10) The Licensor may refuse to enter a Licence Agreement or allow Casual Use to any person or company in their absolute discretion.
11) The Licensee has read the Privacy Policy adopted by the Licensor from time to time and accepts the terms and conditions thereof.
Privacy and Confidentiality
a. Except as otherwise required by law, the Licensor agrees to use its best endeavours to protect any correspondence, notices, records or other documents addressed to the Licensee which are received by the Licensor in accordance with the terms of this Agreement.
b. The Licensor shall not retain any permanent electronic record or copy or any hard copy of correspondence, business notices and registered mail received by the Licensor on behalf of the Licensee in the course of provision of the Virtual Office Licence, Mail Redirection Services and any correspondence from Casual Licensees.
c. The Licensee is hereby restrained from disclosing to any person or using for their own purposes or profit any confidential information, intellectual property, business process, trade secret, customers, technology and other confidential business information of the Licensor.
Additional Terms and Conditions – Office Licence
12) An Office Licensee will be expected to use the Office Suite assigned to them for business and commercial purposes only, and in a manner considerate to other office licensees.
13) An Office Licensee shall refrain from creating excessive noise, disturbance or nuisance within the Office Suite or Common Areas.
14) An Office Licensee will be expected to adhere to all directions issued by the Licensor with respect to the use and occupation of the Office Suite and use of the Common Areas.
15) An Office Licensee will be expected to use the Office Suite and common areas for the purposes of business administration only and is prohibited from using the Office Suite or Common Areas for any business activity such as storage of bulky, noxious, dangerous or perishable materials, repair of goods, manufacture or assembly of trade goods, or other use to which the Office Suite is not suitable or intended to be used.
16) The Licensor may from time to time undertake cleaning, maintenance, upgrades or repairs to the Office, Space and for this purpose may restrict or refuse the Licensee and/or any customer or client of the Licensee, access to part or the whole of the Office Space including the Office Suite and Common Areas for such time as is reasonably necessary to undertake such cleaning, repairs, maintenance or upgrade.
17) The Licensor shall use its best endeavours to give Notice of proposed maintenance or upgrade works and ensure that any disruption to the Licensee’s Business as result of any disruption to or preclusion from the Office Space is limited and minimised.
18) Except as otherwise required by law, the Licensor will use its best endeavours to properly and securely retain, store and protect any personal property of the Licensee stored within the Office including any information, business or private records of the Licensee, but shall not be liable to the Licensor for any loss, cost, penalty, fine or other harm arising as a result of the loss of any personal property or private or commercial information of the Licensee.
19) The Licensee will at all times remain responsible for security measures with respect to their own computer hardware, software, websites, email and other accounts used in the course of their Business, and will release and hold harmless the Licensor from any claim for losses arising from any fraudulent, malicious, or accidental access by any person or entity to any data, information, records, intellectual property or confidential information of the Licensee.
Additional Terms and Conditions – Virtual Office Licence and Mail Redirection Services
20) The Licensee of a virtual office shall have a non exclusive revocable licence to use the business address of the Licensor as the Licensee’s registered address for the purposes of receiving Registered Office Mail including but not limited to company registration, legal and official correspondence, statutory notices and other official correspondence associated with their company or business activities.
21) The Licensee under a Virtual Office Licence agrees:
a) to provide the Licensor with a current valid postal address for onforwarding of Registered Office Mail received by the Licensor on behalf of the Licensee; and
b) to advise the Licensor in writing immediately in the event that there is any change to the postal address of the Licensee to be used for onforwarding of correspondence.
22) The Licensee will be expected at all times prior to, during and after the term of the Licence Agreement, to comply with all legal obligations to notify any statutory authority including Australian Securities and Investment Commission (ASIC) and the Australian Taxation Office (ATO) of any change in the registered office or registered business address of the Licensee.
23) The Licensor shall not act as a receiver, depot or repository for general business correspondence, advertising or promotional material, packages and parcels or other deliveries on behalf of the Licensee, unless agreed in writing by the Licensor and Licensee.
24) The Licensee acknowledges that the Licensor may receive legal notices or legal process addressed to the Registered Office of the Licensee and that any document amounting to legal notice or process received will not be opened or examined by the Licensor but will be forwarded to the Licensee to the Licensee’s nominated address by registered post, and that the Licensor will take no responsibility for the Licensee failing or being unable to comply with any timeframe or time limit specified in such legal notice or process as a result of any delays in the posting or receival of such correspondence.
25) The Licensor shall not accept any liability claim or demand arising from the loss in transit, misdirection, or delay in delivery of any item of registered mail or legal notice or legal process received by the Licensor on behalf of the Licensee at the Office.
26) The Licensor will not retain any electronic record or copy or any hard copy of correspondence, business notices, legal notice or process, or registered mail received by the Licensor on behalf of the Licensee in the course of provision of the Virtual Office Licence.
Private Office Licence Agreement Terms & Conditions
1. Definitions
1.1 Agreement means this Office Licence Agreement.
1.2 Business means the business conducted by the Licensee referred to and described in Item 8 of the Schedule.
1.3 Common Areas means the communal areas and non-exclusive facilities of the Office Space provided by the Licensor including but not limited to photocopying, kitchen and bathroom facilities.
1.4 Licensee means the person(s) or corporate entity identified and described in Item 2 of the Schedule.
1.5 Licensor means Zoe Joseph trading as Co-work Merimbula ABN 26 397 799 193.
1.6 Notice of Termination means a notice served in accordance with clauses 7 or 8 herein in a manner set out in clause 12.6 herein.
1.7 Office Address means Unit 1, 31 Merimbula Drive, Merimbula NSW 2548.
1.8 Office Space means the premises situated at Unit 1, 31 Merimbula Drive Merimbula NSW.
1.9 Office Suite means the suite within the Office Space bearing the number or identifying reference entered in Item 9 of the Schedule.
1.10 Office Suite Licence means an exclusive licence to occupy the Office Suite including non-exclusive access to and use of the Common Areas.
1.11 Office Suite Licence Fee means the monthly licence fee amount referred to in Item 10 of the Schedule.
1.12 Personal Property means all property of the Licensee or associated with the Business stored at or used in the Office Suite.
1.13 Registered Office means the registered office of a company as defined in Section 142(1) of the Corporations Act 2001 (Cwth)
1.14 Registered Office Mail means any correspondence, notice, letter, or other document addressed to the Licensee which is required by law to be served or delivered to the Registered Office of the Licensee.
1.15 Schedule means the schedule on page 1 of this agreement.
1.16 Term means the period commencing on the commencement date and each month until the Licensor has been given 1 months notice of Licensee leaving.
1.17 Termination Date means the date that occurs on the expiry of a Notice period specified in a Notice of Termination served by either the Licensor or the Licensee on the other party.
2. Licence to occupy and Provision of Services
2.1 In consideration of the payment of Office Suite Licence Fee the Licensor grants to the Licensee:
2.1.1 an exclusive licence to occupy the Office Suite for the Term; and
2.1.2 a non-exclusive licence to use the Common Areas for the Term;
on the terms and conditions contained in this Agreement.
2.2 This Agreement does not create the relationship of landlord and tenant between the parties.
2.3 This Agreement is personal to the Licensee and cannot be assigned and the Licensee must not sub-licence or part with possession of the Office Suite.
3. Payment Terms and Conditions
3.1 The Licensee must pay the Office Suite Licence Fee to the Licensor on or before the Payment Date specified in Item 14 of the Schedule.
3.2 The Licensor shall on the first (1st) day of each month issue to the Licensee a monthly tax invoice for the month in advance (or such part of the month as may apply) for the applicable Office Suite Licence Fee plus GST.
3.3 Interest may be charged by the Licensor on any amount or payment due to the Licensor at the rate of 5% per day from the Payment Date until the actual date that payment is received.
3.4 Payment of the Office Suite Licence Fee on or before the Payment Date is an essential term of this Agreement.
4. Term
4.1 The Term commences on the Commencement Date and concludes upon the expiry of the Term, or in the event of termination on the Termination Date, whichever occurs the earliest.
5. Conduct of the Business
5.1 The Licensee warrants to the Licensor that the Licensee shall at all times conduct the Business:
5.1.1 to the best of their skill and ability;
5.1.2 in an ethical manner and in accordance with all applicable laws and regulations;
5.1.3 in a manner or style that does not bring the Licensor or other licensees of the Office Space into disrepute or ill regard.
5.2 A Licensee shall use the Office Space in a manner considerate to the comfort of other Office Suite licensee’s and shall refrain from creating excessive noise, disturbance or nuisance within the Office Suite and/or Common Areas.
5.3 The Licensee shall adhere to all directions issued by the Licensor with respect to the use and occupation of the Office Suite and the Common Areas.
5.4 The Licensee shall use the Office Suite as an office space for the purposes of business administration only and shall be prohibited from using the Office Suite for any business activity such as storage of bulky, noxious, dangerous or perishable trade goods, repair, manufacture or assembly of trade goods, or other use to which the Office Suite is not suitable or intended to be used.
5.5 In addition to any other rights of termination, the Licensor reserves the right to terminate this Agreement without Notice if in the reasonable opinion of the Licensor the Licensee commits a serious breach of any of these provisions relating to use of the Office Suite and/or Common Areas.
6. Maintenance and Access to Office Space
6.1 The Licensor may from time to time undertake maintenance, upgrades or repairs to the Office Suite and Office Space, and for this purpose may restrict or refuse the Licensee and/or any customer or client of the Licensee, access to part or the whole of the Office Space including the Office Suite and Common Areas for such time as is reasonably necessary to undertake such repairs, maintenance or upgrade.
6.2 The Licensor may enter the Office Suite at any time for the purposes of conducting inspections and maintenance of the Office Space.
6.3 The Licensor shall use its best endeavours to ensure that any disruption to the Licensee’s Business as result of any repairs, maintenance or upgrade is limited and minimised.
6.4 The Licensee releases and holds harmless the Licensor from any claim for losses or damages arising from any closure of or restriction in access to the Office Space wheresoever, whensoever and howsoever arising.
7. Termination by Licensee
7.1 The Licensee may serve a Notice of Termination upon the Licensor, terminating this Agreement on one (1) month’s Notice.
7.2 All Office Suite Licence Fees must continue to be paid by the Licensee up to and including the Termination Date.
8. Termination by Licensor
8.1 In the event of a breach by the Licensee of any of the provisions of this Agreement the Licensor shall be entitled to serve a Notice of Termination on the Licensee requiring the Licensee to remove all Personal Property from the Office Space and to vacate the Office Space within 7 days of service of the Notice.
8.2 The Licensor may re-enter and re-take possession of the Office Suite on the day following the Termination Date.
8.3 The Licensee shall remove all Personal Property prior to the Termination Date failing which title to the Personal Property shall vest in the Licensor who may dispose of the Personal Property at their sole discretion.
8.4 Notwithstanding Clause 8.1 the Licensor may suspend the Licensee’s access to the Office Space and terminate this Agreement without Notice to the Licensee in the event that the Licensee uses the Office Suite for any activity which in the reasonable opinion of the Licensor amounts to a serious breach of Clause 5 of this Agreement.
8.5 The Licensor may at any time during the Term elect to terminate this Agreement without cause by serving a Notice of Termination providing one (1) month Notice upon the Licensee.
9. Privacy and Confidentiality
9.1 Except as otherwise required by law, the Licensor agrees to use its best endeavours to properly and securely retain, store and protect any Personal Property of the Licensee stored within the Office Suite including any information, business or private records of the Licensee.
9.2 The Licensee releases and holds harmless the Licensor with respect to any Personal Property or business records or information belonging to the Licensee which is left in or accessible to persons other than the Licensee within the Common Areas.
9.3 The Licensee remains responsible for all security measures with respect to their own computer hardware, software, websites, email and other accounts used in the course of their business, and releases and holds harmless the Licensor from any claim for losses arising from any fraudulent, malicious, or accidental access by any person or other entity to any data, information, records, intellectual property or confidential information of the Licensee stored on any computer hardware, software, website, email or other electronic means.
9.4 The Licensee is hereby restrained from disclosing to any person or using for their own purposes or profit any confidential information, intellectual property, business process, trade secret, customers, technology and other confidential business information of the Licensor.
10. Insurances
10.1 The Licensee must maintain during the Term policies of insurance with respect to workers compensation, public liability (not less than $10million) and must produce to the Licensor on demand copies of certificates of currency with respect to such policies, and in the case of the public liability policy noting the interest of the Licensor in such policy.
11. Release
11.1 The Licensee hereby agrees to waive release discharge and hold harmless the Licensor from all and any claims demands causes of action lawsuits damages and costs incurred by the Licensee for any injury (including personal injury or death to any person), loss or damage to property of the Licensee or any third party as a result of any act or failure to act including negligence on the part of the Licensor in the provision of the Office Suite and Office Space.
12. General
12.1 This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state.
12.2 In the interpretation of this Agreement:
12.2.1 Reference to any law or statute includes any law, statute, regulation, common law applicable in the jurisdictions of New South Wales and/or the Commonwealth of Australia.
12.2.2 Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, words denoting one gender include all genders, and references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
12.2.3 Grammatical forms of defined words or phrases have corresponding meanings;
12.2.4 Parties must perform their obligations on the dates and times fixed by reference to the capital city of New South Wales;
12.2.5 Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
12.2.6 If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
12.2.7 References to a party are intended to bind their heirs, executors, administrators, successors and assigns; and
12.2.8 Obligations under this Agreement affecting more than one party bind them jointly and each of them severally.
12.3 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
12.4 The exercise of a power or right does not preclude:
12.4.1 its future exercise; or
12.4.2 the exercise of any other power or right.
12.5 The variation or waiver of a provision of this deed or a party’s consent to a departure from a provision by another party will be ineffective unless in writing executed by the parties.
12.6 A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:
12.6.1 Delivered personally; or
12.6.2 Posted to the address specified for the party in the Schedule where it will be treated as having been received on the second business day after posting; or
12.6.3 Sent by email to the email address specified for the party in the Schedule where it will be treated as received when it enters the recipient’s email system.