Virtual Office Licence Agreement Terms & Conditions

1. Definitions

1.1 Agreement means this agreement for the provision of a Virtual Office Licence and Mail Redirection Services.
1.2 Business means the business conducted by the Licensee referred to and described in Item 8 of the Schedule.
1.3 Licensee means the person(s) or corporate entity described in Item 2 of the Schedule.
1.4 Licensor means Zoe Joseph trading as Co-work Merimbula ABN 26 397 799 193.
1.5 Mail Redirection Services means the receival by the Licensor of Registered Office Mail on behalf of the Licensee addressed to the Registered Office Address and the forwarding of such correspondence to the Mail Redirection Address nominated by the Licensee at Item 9 of the Schedule.
1.6 Notice of Termination means a notice served in accordance with clauses 7 or 8 herein in a manner set out in clause 11.6 herein.
1.7 Registered Office Address means Unit 1, 31 Merimbula Drive, Merimbula NSW 2548.
1.8 Registered Office means the registered office of a company as defined in Section 142(1) of the Corporations Act 2001 (Cwth).
1.9 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.
1.10 Schedule means the schedule on page 1 of this Agreement and the online form in which you have filled in and signed up for the Virtual Office License on www.coworkmerimbula.com.
1.11 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.
1.12 Virtual Office Licence means a licence to use the Registered Office Address as the Registered Office of the Licensee but does not include a licence to occupy or use any part of the physical premises situated at Unit 1, 31 Merimbula Drive Merimbula NSW.
1.13 Virtual Office Licence Fee means the monthly licence fee of $33 per month.

2. Licence to use Registered Office Address

2.1 In consideration of the payment of the Virtual Office Licence Fee the Licensor grants to the Licensee a non-exclusive licence to use the Registered Office Address as the Registered Office of the Licensee 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 Virtual Office Licence or Virtual Office Services.

3. Mail Redirection Service

3.1 The Licensor agrees during the Term to redirect by registered post to the Mail Redirection Address all Registered Office Mail received at the Registered Office Address on behalf of the Licensee.
3.2 Wherever the Licensee elects to enter a Virtual Office Licence the Licensee:

3.2.1 Warrants that the Mail Redirection Address is the postal address at which the Licensee accepts deliveries of postal correspondence; and
3.2.2 Warrants that the Mail Redirection Address is a valid postal address maintained by the Licensee; and
3.2.3 Undertakes to advise the Licensor in writing immediately in the event that there is any change to the Mail Redirection Address of the Licensee.

3.3 The Licensee undertakes and warrants to the Licensor that the Licensee will at times prior to, during and after the Term 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.
3.4 The Licensee acknowledges that the Licensor may as a result of this Agreement receive legal process addressed to the Registered Office of the Licensee and that any document amounting to legal process received by the Licensor will not be opened or examined by the Licensor but will be forwarded to the Licensee to the Mail Redirection Address by registered post in accordance with Clause 3.1.
3.5 The Licensee releases and holds harmless the Licensor from any claim for losses or damages arising from any failure on the part of the Licensee to maintain, check, and remedy any issues with respect to the Mail Redirection Address provided by the Licensee to the Licensor for the purpose of provision of the Mail Redirection Services.
3.6 The Licensee releases the Licensor from any liability claim or demand arising from the loss in transit, misdirection, or damage to any item of Registered Office Mail received by the Licensor on behalf of the Licensee at the Registered Office Address.
3.7 The Licensee further releases and holds harmless the Licensor from any claims for losses or damages arising from any failure on the part of the Licensee to comply with Clause 3.3 herein.

4. Payment Terms and Conditions

4.1 The Licensee agrees to pay the Virtual Office Licence Fee to the Licensor as a scheduled automatic payment each month on the nominated credit card.
4.2 In addition to the applicable Virtual Office Licence Fee the Licensor shall send a tax invoice for any charges for Mail Redirection Fees acquired in the previous month for all postage charges incurred by the Licensor plus a $10 handling fee with respect to Mail Redirection Services.
4.3 All Mail Redirection Fees and postage charges incurred in the previous month shall be due and payable on the Payment Date.
4.4 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 Due Date until the actual date that payment is received.
4.5 Payment of Virtual Office Licence Fees and Mail Redirection Fees on or before the Payment Date is an essential term of this Agreement.

5. Term

5.1 The Term commences on the Commencement Date and concludes upon cancellation, or in the event of termination on the Termination Date.

6. Conduct of the Business

6.1 The Licensee warrants to the Licensor that the Licensee shall at all times conduct the Business:

6.1.1 to the best of their skill and ability;
6.1.2 in an ethical manner and in accordance with all applicable laws and regulations;
6.1.3 in a manner or style that does not bring the Licensor or other licensees of the Virtual Office Space into disrepute or ill regard.

6.2 In addition to any other rights of termination the Licensor reserves the right to terminate a Virtual Office Licence granted to the Licensee without Notice if in the reasonable opinion of the Licensor the Licensee has committed a serious breach of any of these provisions.

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 Fees must continue to be paid by the Licensee up to and including the date of Termination.

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 of the Virtual Office Licence on the Licensee terminating the Virtual Office Licence on a day not earlier than 14 days from the date that Notice was served.
8.2 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) months’ notice upon the Licensee.
8.3 The Licensee must within 14 days of the date of service of a Notice of Termination take all necessary steps to obtain an alternate Registered Office and advise ASIC and any other statutory body of the new Registered Office of the Licensee.
8.4 The Licensor may upon the expiration of 14 days from the date of service of a notice of Termination cease to provide the Mail Redirection Services to the Licensee.

9. Privacy and Confidentiality

9.1 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.
9.2 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 and Mail Redirection Services.
9.3 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. Release

10.1 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 Virtual Office Licence and Mail Redirection Services.

11. General

11.1 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.
11.2 In the interpretation of this Agreement:

11.2.1 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;
11.2.2 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;
11.2.3 Grammatical forms of defined words or phrases have corresponding meanings;
11.2.4 Parties must perform their obligations on the dates and times fixed by reference to the capital city of New South Wales;
11.2.5 Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
11.2.6 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;
11.2.7 References to a party are intended to bind their heirs, executors, administrators, successors and assigns; and
11.2.8 Obligations under this Agreement affecting more than one party bind them jointly and each of them severally.

11.3 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
11.4 The exercise of a power or right does not preclude:

11.4.1 its future exercise; or
11.4.2 the exercise of any other power or right.

11.5 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.
11.6 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:

11.6.1 Delivered personally; or
11.6.2 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
11.6.3 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.

Licensor Execution Clause

By submitting the online virtual office sign-up form from www.coworkmerimbula.com you have agreed to all of the above terms and conditions.