Terms & Conditions
1. This Agreement
1.1
a) This agreement comprises the first page of this document entitled “Private Office Licence Agreement (“Cover Page”) and these terms and conditions (“Ts and Cs”)and these documents are collectively referred to in this document as the “Agreement”. In the event of any inconsistency between the Cover Page and the Ts and Cs, the Cover page will prevail. This Agreement supersedes any prior written or verbal agreements between the Licensor and the Licensee..
b) Nature of this agreement: This agreement is personal and is not assignable by the Licensee and the Licensee shall not share or part with possession of the Premises. This agreement is intended to be the commercial equivalent of an agreement for accommodation in a hotel. The Licensor gives the Licensee no legal or equitable interest in the Premises or Centre, just the non-exclusive right to share the Premises and certain shared facilities in the Premises, with the Licensor and other licensees and occupants. For the avoidance of doubt, this Agreement is not deemed to be a lease.
1.2. No warranty of representation: The Licensee confirms that it did not rely upon any warranty or representation made by Licensor except those that are expressly set out in this Agreement.
1.3 All notices must be in writing: Notices to the Licensee will be considered served if handed personally or emailed to the Licensee (at the email nominated on the Cover Page) or the legal representative or authorised representative of the Licensee. Notices to Licensor must be sent to the Licensor and will be considered served if mailed by registered mail to the Licensor’s address (as nominated on the Cover Page) or by email to anthony@wellshare.com.au.
1.4 Joint and several liability: Where the Licensee comprises more than one individual such individuals shall be jointly and severally liable to observe and perform the Licensee’s obligations under this agreement.
1.5 Premises: In this agreement, ‘Premises’ means the workspace(s) and/or dedicated office(s) identified on the Cover Page. ‘Centre’ means the centre identified on the Cover Page.
House Rules
1.5a Comply with House Rules: The Licensee and its employees must comply with any house rules which the Licensor imposes on users within the Centre, from time to time.
Extension Option or Holding Over
1.6 Duration: This Agreement lasts for the Term specified in the Agreement. This Agreement may be extended for a further fixed term, upon request by the Licensee at least one month prior to the end of the Term and upon agreement between the parties regarding the monthly office fee moving forward.
Terminating the agreement
1.7 Bringing this agreement to an end: (a) Subject to (b) Prior to the end of the Term (or agreed extended term as applicable) and by giving not less than 1 month’s notice in writing (or otherwise shown on the front page of the agreement) either the Licensor or the Licensee can terminate this Agreement for any reason, at the of the one month notice period. (b) The Licensee will be released from their obligations under this Agreement and allowed to terminate prior to the end date of this Agreement subject to the Licensee paying Licensor the present value of the full Agreement obligation for the unexpired term, together with any other outstanding invoices. Upon settlement of these terms and return of any and all swipe cards and keys to the Premises (whether issued by the Licensor or otherwise), the Holding Deposit (if applicable) will then subsequently be refunded to the Licensee within 30 days of payment. If any swipe cards or keys issued by the Licensor are not returned at such time, the cost of these items (as specified on the Holding Deposit invoice and thereafter) will be deducted from the Holding Deposit.
1.8 Ending this agreement immediately: To the maximum extent permitted by law, one party may put an end to this Agreement immediately by giving the other party notice and without need to follow any additional procedure if (a) the other party becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) subject to clause 8.5, the other party is in breach of one of its obligations which cannot be put right or which a party has given the other party notice to put right and which the other party has failed to put right within fourteen (14) business days of that notice or (c) the other party’s conduct, or that of someone at the Centre with the other party’s permission or invitation, is incompatible with ordinary permitted office use or contravenes the Licensor's ability to provide a safe and amicable environment for other licensees.
1.9 If the Centre is no longer available: In the event that the Licensor is permanently unable to provide the services and accommodation(s) at the Centre stated in this Agreement, then this agreement will end and the Licensee will only have to pay Monthly Fees up to the date it ends and for the additional services the Licensee has used. For the avoidance of doubt, the Licensee acknowledges that the Licensor is a tenant of Dymocks Book Arcade Pty Ltd ("Dymocks") under a lease agreement ("Dymocks Lease"), and if the Dymocks Lease is terminated, this Agreement will be automatically terminated (in which case clause 1.10 will apply).
1.10 End of agreement: When this Agreement ends the Licensee is to vacate the Premises immediately, leaving the Premises in the same condition as it was when the Licensee entered the premises, fair wear and tear excepted. Upon the Licensee’s departure or if the Licensee, at its option, chooses to relocate to different premises within the Centre, the Licensor may charge a reasonable office restoration service fee to cover normal cleaning and to return the Premises to its original state, fair wear and tear excepted. This fee will differ for each Premises and is determined by the Licensor acting reasonably on a case by case basis. The Licensor reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If the Licensee leaves any property in the Centre the Licensor may dispose of it at the Licensee’s cost in any way the Licensor chooses without owing the Licensee any responsibility for it or any proceeds of sale. If the Licensee continues to receive mail at the Centres’ address after this agreement has ended, the Licensor will not be responsible for any loss, claim or liability incurred as a result of the Licensee’s failure to redirect their mail. All correspondence received after a Licensee has vacated the Premises will be disposed of within 24 hours of it being received at the Centre
1.11 Keys and passes: (a) Licensee is not permitted to make any copies of any keys, swipe cards or any other means of access to the Premises or the Centre, without the Licensor's prior written consent. On or before the expiry of this Agreement the Licensee must return to the Licensor all keys, swipe cards and other means of access to the Premises and Centre. Whenever any key(s) or other means of access is lost the Licensee is to report such loss immediately to the Licensor and pay any cost incurred by the Licensor to replace such key(s) or other means of access as well as the cost of replacing any lock/keys changed by the Licensor for other tenants.
Communication with employees and Licensor
1.13 Employees: While this Agreement is in force and for a period of six months after it ends, the Licensee may not knowingly solicit or offer employment to any of the Licensor's staff employed in the Centre or by the Licensor. This obligation applies to any employee employed at the Centre up to that employee’s termination of employment, and for three months thereafter. Nothing in this clause shall prevent either party from employing an individual who responds in good faith and independently to an advertisement, which is made to the public at large.
1.14 Anti-competitive behaviour: By way of commission payable to the Licensor by the Licensee, the Licensee agrees that, in the event that the Licensee entices, convinces or otherwise causes an existing Licensee to vacate the Centre to pay to the Licensor a commission equal to 4 weeks rental of the vacating Licencee’s existing workspace licence fee.
Confidentiality and enforcing the agreement.
1.15 Confidentiality: The terms of this Agreement are confidential. Neither the Licensor nor the Licensee may disclose them without the other’s prior written consent unless required to do so by law or an official authority (except that the Licensoy may disclose any and all terms of this Agreement to Dymocks as required under the terms of the Dymocks Lease) . A party may disclose this Agreement to its officers, employees, professional advisors, consultants or agents (to the extent they need to know) and must use best endeavours to ensure such persons keep the information confidential. This obligation continues after this Agreement ends.
1.16 Applicable law: This agreement is interpreted and enforced in accordance with the local laws applicable to Australia and NSW. If any provision of these terms and conditions is held void or unenforceable under the local applicable law, the other provisions shall remain in force.
1.17 Enforcing this agreement: The Licensee must pay any reasonable and proper costs including legal fees that the Licensor incurs in enforcing this agreement.
2. Services and Obligations
2.1 Office accommodation(s): The Licensor will provide the number of rooms / offices (unfurnished or furnished as agreed between the parties in writing) for which the Licensee has agreed to pay in the Centre as agreed. Where a Licensee takes less than 100% of a Centre the Licensee will have a non-exclusive right to the rooms/offices allocated to it. Occasionally Licensor may need to allocate different accommodation(s), but these accommodation(s) will be of reasonably equivalent size and the Licensor will notify the Licensee with respect to such different accommodation(s) in advance.
2.2 Office Services: The Licensor is to provide services during normal opening hours or where permitted by the Centre and law, 24 hours a day, 7 days per week. The services provided are the internet, lighting, electricity . If the Licensor decides that a request for any particular service is excessive, it reserves the right to charge an additional fee determined at the time of the request. Reception and individual room cleaning services will not be provided unless specifically agreed in writing. The Licensee may only utilise the address that is reflected in their current agreement and each Licensee is responsible for the collection of mail from the communal letterbox supplied by the Licensor.
2.3 Licensor IT: THE LICENSOR DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF LICENSOR’S NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE LICENSEE PLACES ON IT. The Licensee should adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. The Licensor cannot guarantee that a particular degree of availability will be attained in connection with the Licensee’s use of the Licensor’ network (or the internet). The Licensee’s sole and exclusive remedy shall be to request that the Licensor requests the remedy of any network failures within a reasonable time after written notice is provided of a fault.
3. Providing the Services
3.1 Access to the accommodation(s): The Licensor and its employees may need to enter the Premises and may do so at any time.
3.2 Availability at the start of this agreement: If for any reason the Licensor cannot provide the Premises stated in this agreement by the date when this Agreement is due to start it has no liability to the Licensee for any loss or damages in which case (a) the Licensor will use its best endeavours to allocate different accommodation(s) of reasonably equivalent size and the Licensor will notify the Licensee with respect to such different accommodation(s) in advance or (b) the Licensor may delay the start date of this agreement. The Licensee has the option to install telecommunication lines providing it is requested in writing and pre-approved by Licensor – Refer 4.2
4. Accommodation(s)
4.1 Repair and damage: The Licensee must not alter any part of the Premises and must keep all parts of the Premises, Centre, its equipment, fixtures, fittings and furnishings which the Licensee uses in good repair and condition, fair wear and tear excepted. The Licensee is liable for any damage caused by its employees, contractors, agents or other persons invited to the Premises by the Licensee.
4.2 Office furniture and equipment: The Licensee must not install any cabling, IT or telecom connections without the Licensor’s prior written consent, which Licensor may give or refuse at its absolute discretion. As a condition to the Licensor’ consent, the Licensee must permit the Licensor to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other occupants or the Licensor or any landlord of the Centre. Prior to vacating the Premises, the Licensee must reinstate the Premises to the original condition, fair wear and tear excepted it was in prior to the works being undertaken.
4.3 Insurance: It is the Licensee’s responsibility to arrange insurance for its own property which it brings in to the Centre and for its own liability to its employees and to third parties (including public liability insurance for AUD$20 million on a single occurrence basis). It is also required that the Licensee and all affiliated staff and contractors have the appropriate professional indemnity insurances relating the the activities they undertake on premises.
4.4 Security: The Centre is not patrolled by security after hours and the Licensee must securely lock the access doors upon exiting the Centre. It is the sole responsibility of the last person exiting the Centre each day to securely turn off the lights and lock all doors. The Licensee is responsible for any liability, loss, damage or costs incurred by the Licensor arising from a failure of the Licensee to comply by this clause.
5. Use
5.1 Permitted use: The Licensee must only use the Premises for Permitted Purpose specified on the Cover Page. Visits by members of the public is subject to a sign-in process as determined by the Licensor. Residing overnight in the Premises is also not permitted.
5.2 Restriction: The Licensee must not carry on a business that competes with the Licensor’ business of providing office accommodation(s) or its ancillary services (unless otherwise approved). If the Licensee wishes to share their space with another practitioner or business they must apply in writing to the Licensor. Pricing will be determined by the Licensor and a portion of the rental fee will be paid to the Licensor as agreed. The Licensor reserves the right to reject any application in its absolute discretion.
5.3 The Licensee’s name and address: The Licensee may only carry on its business in the business name specified in the Agreement, or other name with the prior written consent of the Licensor.
5.4 Use of the Centre Address: The Licensee may use the Centre address as its business address. Any other uses of the Centre address are prohibited without the Licensor prior written consent.
6. Compliance
6.1 Comply with the law: Each party must comply with all relevant laws and regulations in the conduct of its business. The Licensee must not do anything illegal in connection with its use of the Centre. The Licensee must not do anything that may interfere with the use of the Centre by the Licensor or by others, cause any nuisance or annoyance, increase the insurance premiums the Licensor has to pay, or cause loss or damage to Licensor (including damage to reputation) or to the owner of any interest in the building which contains the Centre. The Licensee acknowledges that (a) the terms of the foregoing sentence are a material inducement in the Licensor’ execution of this agreement and (b) any violation by the Licensee of the foregoing sentence shall constitute a material default by the Licensee hereunder, entitling Licensor to immediately terminate this agreement, without further notice or procedure.
6.2 The Licensee acknowledges and accepts that its personal data may be transferred or made accessible to all entities of the Licensor’s corporate group, wherever located, for the purposes of providing the services herein.
7. Licensor’ Liability
7.1. The extent of Licensor’ liability: To the maximum extent permitted by law, the Licensor is not liable to the Licensee in respect of any loss or damage the Licensee suffers in connection with this agreement, with the services or with the Premises, except to the extent the Licensor has acted negligently in causing that loss or damage. The Licensor is not liable for any loss as a result of the Licensor’ failure to provide a service as a result of mechanical breakdown, strike, termination of the Licensor’ interest in the building containing the Centre, termination or expiry of the Dymocks Lease or otherwise. In no event shall the Licensor be liable for any loss or damage for a breach of this Agreement until the Licensee provides the Licensor written notice of such breach and a reasonable time in which to remedy such breach. If the Licensee believes the Licensor has failed to deliver a service consistent with this Agreement the Licensee shall provide Licensor written notice of such failure and give Licensor a reasonable period in which to remedy such failure.
7.2 Indemnity: One party indemnifies the other party against any liability, loss or damage arising in connection with: (a) any injury or death of any person caused or contributed to by the other party; (b) any loss or damage to any property caused or contributed to by the other party; (c) any claim by any third party against one party as a result of any act or omission of the other party; .
7.3 Exclusion of consequential losses, etc.: the Licensor will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless the licensor otherwise agrees in writing. The Licensee will be responsible for maintaining its own insurance in respect of all such potential loss, damage, expense or liability.
8. Fees
8.1 Taxes and miscellaneous charges: Any words capitalised in this clause and not already defined in this agreement have the meaning given to those words in A New Tax System (Goods and Services Tax) Act 1999 (Cth). If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable the Supplier must give the Recipient a Tax Invoice for the Supply. Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.
8.2 Holding Deposit / Bond: The Licensee shall pay to the Licensor no later than five (5) business days after the signing of this Agreement by the Licensee, the Holding Deposit / Bond specified on the Cover Page. If the Holding Deposit / Bond is not received by the Licensor within such time, this Agreement will automatically terminate (unless otherwise agreed in advance in writing).
8.3 Intentionally Left Blank
8.4 The Licensee may be charged an office set up fee per occupant as agreed on the Cover Page or subsequently in writing,
8.5 Payment: The Licensee shall pay to the Licensor, the first Monthly Fee before the Commencement Date . The Licensee shall also pay to to the Licensor, the second and all subsequent Monthly Fees on the Monthly Fee Payment Date for the duration of this Agreement, whether demanded or not together with and any other associated costs as agreed by both parties. In the event that the Licensee fails to pay any amount due under this Agreement on the due date (including but not limited to the Monthly Fee), the Licensor may (a) terminate this Agreement immediately without notice and lawfully enter into and take possession of the Premises and (b) claim all costs including legal fees associated with recovering all monies owed to Licensor from the Licensee. All payments made by the Licensee to the Licensor must be made using one of the payment methods pre approved by the Licensor in writing.
8.6 Late payment Fee: If the Licensee has not paid their account in full with cleared funds, a late payment fee will be charged on the account. This fee will be $27.50 (incl. GST) per day. If the Licensee disputes any part of debit charge the Licensee must pay the amount not in dispute by the due date or be subject to late fees. The Licensor also reserves the right to withhold services (including for the avoidance of doubt, denying the Licensee access to the Premises) while there are any outstanding fees and/or interest or the Licensee is in breach of this agreement.
8.7 Insufficient Funds: The Licensee will pay a fee for any declined payments due to insufficient funds. This fee will be $27.50 incl. GST (per day).
8.8 The Licensor may give the Licensee notice, not less than 1 month, of an increase in the late payment / insufficient fees due after the completion of the current Agreement period.
8.9 Intentionally Left Blank.
8.10 Pay-as-you-use and additional variable services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with the Licensor’ published rates which may change from time to time, are due prior to use.
8.11 Discounts, Promotions and Offers: If the Licensee benefited from a special discount, promotion or offer, the Licensor may discontinue that discount, promotion or offer without notice if the Licensee breaches these terms and conditions or becomes past due on two or more occasions. On the renewal of an Agreement these benefits will expire.
1.1
a) This agreement comprises the first page of this document entitled “Private Office Licence Agreement (“Cover Page”) and these terms and conditions (“Ts and Cs”)and these documents are collectively referred to in this document as the “Agreement”. In the event of any inconsistency between the Cover Page and the Ts and Cs, the Cover page will prevail. This Agreement supersedes any prior written or verbal agreements between the Licensor and the Licensee..
b) Nature of this agreement: This agreement is personal and is not assignable by the Licensee and the Licensee shall not share or part with possession of the Premises. This agreement is intended to be the commercial equivalent of an agreement for accommodation in a hotel. The Licensor gives the Licensee no legal or equitable interest in the Premises or Centre, just the non-exclusive right to share the Premises and certain shared facilities in the Premises, with the Licensor and other licensees and occupants. For the avoidance of doubt, this Agreement is not deemed to be a lease.
1.2. No warranty of representation: The Licensee confirms that it did not rely upon any warranty or representation made by Licensor except those that are expressly set out in this Agreement.
1.3 All notices must be in writing: Notices to the Licensee will be considered served if handed personally or emailed to the Licensee (at the email nominated on the Cover Page) or the legal representative or authorised representative of the Licensee. Notices to Licensor must be sent to the Licensor and will be considered served if mailed by registered mail to the Licensor’s address (as nominated on the Cover Page) or by email to anthony@wellshare.com.au.
1.4 Joint and several liability: Where the Licensee comprises more than one individual such individuals shall be jointly and severally liable to observe and perform the Licensee’s obligations under this agreement.
1.5 Premises: In this agreement, ‘Premises’ means the workspace(s) and/or dedicated office(s) identified on the Cover Page. ‘Centre’ means the centre identified on the Cover Page.
House Rules
1.5a Comply with House Rules: The Licensee and its employees must comply with any house rules which the Licensor imposes on users within the Centre, from time to time.
Extension Option or Holding Over
1.6 Duration: This Agreement lasts for the Term specified in the Agreement. This Agreement may be extended for a further fixed term, upon request by the Licensee at least one month prior to the end of the Term and upon agreement between the parties regarding the monthly office fee moving forward.
Terminating the agreement
1.7 Bringing this agreement to an end: (a) Subject to (b) Prior to the end of the Term (or agreed extended term as applicable) and by giving not less than 1 month’s notice in writing (or otherwise shown on the front page of the agreement) either the Licensor or the Licensee can terminate this Agreement for any reason, at the of the one month notice period. (b) The Licensee will be released from their obligations under this Agreement and allowed to terminate prior to the end date of this Agreement subject to the Licensee paying Licensor the present value of the full Agreement obligation for the unexpired term, together with any other outstanding invoices. Upon settlement of these terms and return of any and all swipe cards and keys to the Premises (whether issued by the Licensor or otherwise), the Holding Deposit (if applicable) will then subsequently be refunded to the Licensee within 30 days of payment. If any swipe cards or keys issued by the Licensor are not returned at such time, the cost of these items (as specified on the Holding Deposit invoice and thereafter) will be deducted from the Holding Deposit.
1.8 Ending this agreement immediately: To the maximum extent permitted by law, one party may put an end to this Agreement immediately by giving the other party notice and without need to follow any additional procedure if (a) the other party becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) subject to clause 8.5, the other party is in breach of one of its obligations which cannot be put right or which a party has given the other party notice to put right and which the other party has failed to put right within fourteen (14) business days of that notice or (c) the other party’s conduct, or that of someone at the Centre with the other party’s permission or invitation, is incompatible with ordinary permitted office use or contravenes the Licensor's ability to provide a safe and amicable environment for other licensees.
1.9 If the Centre is no longer available: In the event that the Licensor is permanently unable to provide the services and accommodation(s) at the Centre stated in this Agreement, then this agreement will end and the Licensee will only have to pay Monthly Fees up to the date it ends and for the additional services the Licensee has used. For the avoidance of doubt, the Licensee acknowledges that the Licensor is a tenant of Dymocks Book Arcade Pty Ltd ("Dymocks") under a lease agreement ("Dymocks Lease"), and if the Dymocks Lease is terminated, this Agreement will be automatically terminated (in which case clause 1.10 will apply).
1.10 End of agreement: When this Agreement ends the Licensee is to vacate the Premises immediately, leaving the Premises in the same condition as it was when the Licensee entered the premises, fair wear and tear excepted. Upon the Licensee’s departure or if the Licensee, at its option, chooses to relocate to different premises within the Centre, the Licensor may charge a reasonable office restoration service fee to cover normal cleaning and to return the Premises to its original state, fair wear and tear excepted. This fee will differ for each Premises and is determined by the Licensor acting reasonably on a case by case basis. The Licensor reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If the Licensee leaves any property in the Centre the Licensor may dispose of it at the Licensee’s cost in any way the Licensor chooses without owing the Licensee any responsibility for it or any proceeds of sale. If the Licensee continues to receive mail at the Centres’ address after this agreement has ended, the Licensor will not be responsible for any loss, claim or liability incurred as a result of the Licensee’s failure to redirect their mail. All correspondence received after a Licensee has vacated the Premises will be disposed of within 24 hours of it being received at the Centre
1.11 Keys and passes: (a) Licensee is not permitted to make any copies of any keys, swipe cards or any other means of access to the Premises or the Centre, without the Licensor's prior written consent. On or before the expiry of this Agreement the Licensee must return to the Licensor all keys, swipe cards and other means of access to the Premises and Centre. Whenever any key(s) or other means of access is lost the Licensee is to report such loss immediately to the Licensor and pay any cost incurred by the Licensor to replace such key(s) or other means of access as well as the cost of replacing any lock/keys changed by the Licensor for other tenants.
Communication with employees and Licensor
1.13 Employees: While this Agreement is in force and for a period of six months after it ends, the Licensee may not knowingly solicit or offer employment to any of the Licensor's staff employed in the Centre or by the Licensor. This obligation applies to any employee employed at the Centre up to that employee’s termination of employment, and for three months thereafter. Nothing in this clause shall prevent either party from employing an individual who responds in good faith and independently to an advertisement, which is made to the public at large.
1.14 Anti-competitive behaviour: By way of commission payable to the Licensor by the Licensee, the Licensee agrees that, in the event that the Licensee entices, convinces or otherwise causes an existing Licensee to vacate the Centre to pay to the Licensor a commission equal to 4 weeks rental of the vacating Licencee’s existing workspace licence fee.
Confidentiality and enforcing the agreement.
1.15 Confidentiality: The terms of this Agreement are confidential. Neither the Licensor nor the Licensee may disclose them without the other’s prior written consent unless required to do so by law or an official authority (except that the Licensoy may disclose any and all terms of this Agreement to Dymocks as required under the terms of the Dymocks Lease) . A party may disclose this Agreement to its officers, employees, professional advisors, consultants or agents (to the extent they need to know) and must use best endeavours to ensure such persons keep the information confidential. This obligation continues after this Agreement ends.
1.16 Applicable law: This agreement is interpreted and enforced in accordance with the local laws applicable to Australia and NSW. If any provision of these terms and conditions is held void or unenforceable under the local applicable law, the other provisions shall remain in force.
1.17 Enforcing this agreement: The Licensee must pay any reasonable and proper costs including legal fees that the Licensor incurs in enforcing this agreement.
2. Services and Obligations
2.1 Office accommodation(s): The Licensor will provide the number of rooms / offices (unfurnished or furnished as agreed between the parties in writing) for which the Licensee has agreed to pay in the Centre as agreed. Where a Licensee takes less than 100% of a Centre the Licensee will have a non-exclusive right to the rooms/offices allocated to it. Occasionally Licensor may need to allocate different accommodation(s), but these accommodation(s) will be of reasonably equivalent size and the Licensor will notify the Licensee with respect to such different accommodation(s) in advance.
2.2 Office Services: The Licensor is to provide services during normal opening hours or where permitted by the Centre and law, 24 hours a day, 7 days per week. The services provided are the internet, lighting, electricity . If the Licensor decides that a request for any particular service is excessive, it reserves the right to charge an additional fee determined at the time of the request. Reception and individual room cleaning services will not be provided unless specifically agreed in writing. The Licensee may only utilise the address that is reflected in their current agreement and each Licensee is responsible for the collection of mail from the communal letterbox supplied by the Licensor.
2.3 Licensor IT: THE LICENSOR DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF LICENSOR’S NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE LICENSEE PLACES ON IT. The Licensee should adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. The Licensor cannot guarantee that a particular degree of availability will be attained in connection with the Licensee’s use of the Licensor’ network (or the internet). The Licensee’s sole and exclusive remedy shall be to request that the Licensor requests the remedy of any network failures within a reasonable time after written notice is provided of a fault.
3. Providing the Services
3.1 Access to the accommodation(s): The Licensor and its employees may need to enter the Premises and may do so at any time.
3.2 Availability at the start of this agreement: If for any reason the Licensor cannot provide the Premises stated in this agreement by the date when this Agreement is due to start it has no liability to the Licensee for any loss or damages in which case (a) the Licensor will use its best endeavours to allocate different accommodation(s) of reasonably equivalent size and the Licensor will notify the Licensee with respect to such different accommodation(s) in advance or (b) the Licensor may delay the start date of this agreement. The Licensee has the option to install telecommunication lines providing it is requested in writing and pre-approved by Licensor – Refer 4.2
4. Accommodation(s)
4.1 Repair and damage: The Licensee must not alter any part of the Premises and must keep all parts of the Premises, Centre, its equipment, fixtures, fittings and furnishings which the Licensee uses in good repair and condition, fair wear and tear excepted. The Licensee is liable for any damage caused by its employees, contractors, agents or other persons invited to the Premises by the Licensee.
4.2 Office furniture and equipment: The Licensee must not install any cabling, IT or telecom connections without the Licensor’s prior written consent, which Licensor may give or refuse at its absolute discretion. As a condition to the Licensor’ consent, the Licensee must permit the Licensor to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other occupants or the Licensor or any landlord of the Centre. Prior to vacating the Premises, the Licensee must reinstate the Premises to the original condition, fair wear and tear excepted it was in prior to the works being undertaken.
4.3 Insurance: It is the Licensee’s responsibility to arrange insurance for its own property which it brings in to the Centre and for its own liability to its employees and to third parties (including public liability insurance for AUD$20 million on a single occurrence basis). It is also required that the Licensee and all affiliated staff and contractors have the appropriate professional indemnity insurances relating the the activities they undertake on premises.
4.4 Security: The Centre is not patrolled by security after hours and the Licensee must securely lock the access doors upon exiting the Centre. It is the sole responsibility of the last person exiting the Centre each day to securely turn off the lights and lock all doors. The Licensee is responsible for any liability, loss, damage or costs incurred by the Licensor arising from a failure of the Licensee to comply by this clause.
5. Use
5.1 Permitted use: The Licensee must only use the Premises for Permitted Purpose specified on the Cover Page. Visits by members of the public is subject to a sign-in process as determined by the Licensor. Residing overnight in the Premises is also not permitted.
5.2 Restriction: The Licensee must not carry on a business that competes with the Licensor’ business of providing office accommodation(s) or its ancillary services (unless otherwise approved). If the Licensee wishes to share their space with another practitioner or business they must apply in writing to the Licensor. Pricing will be determined by the Licensor and a portion of the rental fee will be paid to the Licensor as agreed. The Licensor reserves the right to reject any application in its absolute discretion.
5.3 The Licensee’s name and address: The Licensee may only carry on its business in the business name specified in the Agreement, or other name with the prior written consent of the Licensor.
5.4 Use of the Centre Address: The Licensee may use the Centre address as its business address. Any other uses of the Centre address are prohibited without the Licensor prior written consent.
6. Compliance
6.1 Comply with the law: Each party must comply with all relevant laws and regulations in the conduct of its business. The Licensee must not do anything illegal in connection with its use of the Centre. The Licensee must not do anything that may interfere with the use of the Centre by the Licensor or by others, cause any nuisance or annoyance, increase the insurance premiums the Licensor has to pay, or cause loss or damage to Licensor (including damage to reputation) or to the owner of any interest in the building which contains the Centre. The Licensee acknowledges that (a) the terms of the foregoing sentence are a material inducement in the Licensor’ execution of this agreement and (b) any violation by the Licensee of the foregoing sentence shall constitute a material default by the Licensee hereunder, entitling Licensor to immediately terminate this agreement, without further notice or procedure.
6.2 The Licensee acknowledges and accepts that its personal data may be transferred or made accessible to all entities of the Licensor’s corporate group, wherever located, for the purposes of providing the services herein.
7. Licensor’ Liability
7.1. The extent of Licensor’ liability: To the maximum extent permitted by law, the Licensor is not liable to the Licensee in respect of any loss or damage the Licensee suffers in connection with this agreement, with the services or with the Premises, except to the extent the Licensor has acted negligently in causing that loss or damage. The Licensor is not liable for any loss as a result of the Licensor’ failure to provide a service as a result of mechanical breakdown, strike, termination of the Licensor’ interest in the building containing the Centre, termination or expiry of the Dymocks Lease or otherwise. In no event shall the Licensor be liable for any loss or damage for a breach of this Agreement until the Licensee provides the Licensor written notice of such breach and a reasonable time in which to remedy such breach. If the Licensee believes the Licensor has failed to deliver a service consistent with this Agreement the Licensee shall provide Licensor written notice of such failure and give Licensor a reasonable period in which to remedy such failure.
7.2 Indemnity: One party indemnifies the other party against any liability, loss or damage arising in connection with: (a) any injury or death of any person caused or contributed to by the other party; (b) any loss or damage to any property caused or contributed to by the other party; (c) any claim by any third party against one party as a result of any act or omission of the other party; .
7.3 Exclusion of consequential losses, etc.: the Licensor will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless the licensor otherwise agrees in writing. The Licensee will be responsible for maintaining its own insurance in respect of all such potential loss, damage, expense or liability.
8. Fees
8.1 Taxes and miscellaneous charges: Any words capitalised in this clause and not already defined in this agreement have the meaning given to those words in A New Tax System (Goods and Services Tax) Act 1999 (Cth). If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable the Supplier must give the Recipient a Tax Invoice for the Supply. Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.
8.2 Holding Deposit / Bond: The Licensee shall pay to the Licensor no later than five (5) business days after the signing of this Agreement by the Licensee, the Holding Deposit / Bond specified on the Cover Page. If the Holding Deposit / Bond is not received by the Licensor within such time, this Agreement will automatically terminate (unless otherwise agreed in advance in writing).
8.3 Intentionally Left Blank
8.4 The Licensee may be charged an office set up fee per occupant as agreed on the Cover Page or subsequently in writing,
8.5 Payment: The Licensee shall pay to the Licensor, the first Monthly Fee before the Commencement Date . The Licensee shall also pay to to the Licensor, the second and all subsequent Monthly Fees on the Monthly Fee Payment Date for the duration of this Agreement, whether demanded or not together with and any other associated costs as agreed by both parties. In the event that the Licensee fails to pay any amount due under this Agreement on the due date (including but not limited to the Monthly Fee), the Licensor may (a) terminate this Agreement immediately without notice and lawfully enter into and take possession of the Premises and (b) claim all costs including legal fees associated with recovering all monies owed to Licensor from the Licensee. All payments made by the Licensee to the Licensor must be made using one of the payment methods pre approved by the Licensor in writing.
8.6 Late payment Fee: If the Licensee has not paid their account in full with cleared funds, a late payment fee will be charged on the account. This fee will be $27.50 (incl. GST) per day. If the Licensee disputes any part of debit charge the Licensee must pay the amount not in dispute by the due date or be subject to late fees. The Licensor also reserves the right to withhold services (including for the avoidance of doubt, denying the Licensee access to the Premises) while there are any outstanding fees and/or interest or the Licensee is in breach of this agreement.
8.7 Insufficient Funds: The Licensee will pay a fee for any declined payments due to insufficient funds. This fee will be $27.50 incl. GST (per day).
8.8 The Licensor may give the Licensee notice, not less than 1 month, of an increase in the late payment / insufficient fees due after the completion of the current Agreement period.
8.9 Intentionally Left Blank.
8.10 Pay-as-you-use and additional variable services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with the Licensor’ published rates which may change from time to time, are due prior to use.
8.11 Discounts, Promotions and Offers: If the Licensee benefited from a special discount, promotion or offer, the Licensor may discontinue that discount, promotion or offer without notice if the Licensee breaches these terms and conditions or becomes past due on two or more occasions. On the renewal of an Agreement these benefits will expire.
