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FLEX-OFFICE LICENCE AGREEMENT- TERMS & CONDITIONS

This licence agreement (Agreement) is made between Dulmison Ave Pty Ltd ACN 615 969 983 (Gibbens Flex-Office), the Member (being the person entitled to use the Licensed Area under this Agreement) and the Guarantor (being one director of the Member, nominated by the Member in the Sign Up Form, if a company) for the use by the Member of the Licensed Area in Gibbens Flex-Office, Wyong. Gibbens Flex-Office has agreed to grant a licence to the Member on the terms and conditions set out in this Agreement.

 

    1. Membership
  • Grant of Licence

Gibbens Flex-Office grants to the Member a non-exclusive licence to use and occupy the Licensed Area on and from the Commencing Date and for the Licence Term, on the terms set out in this Agreement (Licence). The Licence is limited to the number of Visits specified in the Sign Up Form for each calendar month during the Licence Term, and if the Member exceeds their Visits for any given period, Gibbens Flex-Office may (in its sole discretion)  charge per additional Visit at the then current Daily Rate, or limit the Member’s further use until the next calendar month.

  • Membership Fee
      1. The Member must pay the Membership Fee monthly in advance on the first day of each month, and by direct debit or credit card billing.
      2. For any part of a month, the Membership Fee will be adjusted on a pro-rata basis.
  • Billing

Credit card billing or direct debit is a requirement of membership. The Member must complete a Direct Debit Request to deduct all amounts payable (including any merchant fees incurred by Gibbens Flex-Office) by the Member under this Agreement prior to taking occupation of the Licensed Area.

  • Security Deposit
      1. The Member must pay the Security Deposit to Gibbens Flex-Office prior to accessing the Licensed Area.
      2. Gibbens Flex-Office may deduct from the Security Deposit any amount owed by the Member but not paid for a period of 5 Business Days after the amount is due (without notice).
      3. If Gibbens Flex-Office deducts any amount from the Security Deposit, the Member must pay Gibbens Flex-Office the amount required so that the Security Deposit is equal to the amount specified in the Sign Up Form.
      4. Gibbens Flex-Office must refund any remaining Security Deposit to the Member within 20 Business Days of the termination of this Agreement and Member’s account being settled in full. It is the Member’s responsibility to provide bank details for the refund of the Security Deposit, and if the Member fails to provide bank details within 6 months of the termination of this Agreement, the Security Deposit will be forfeited to Gibbens Flex-Office in full.
  • Member’s obligations
      1. The Member must not use or allow any of the Member’s employees or customers to use any part of the Licensed Area except in the ordinary course of the Member’s Business (except with Gibbens Flex-Office’s prior written consent). 
      2. The Member must:
        1. keep Gibbens Flex-Office indemnified against all claims for accident or injury occurring to person or property in the Licensed Area or any part of it whether such claims be at common law or otherwise; 
        2. take out and maintain a policy of public liability insurance for not less than $5,000,000; 
        3. ensure that the Member’s visitors comply with the Member’s obligations under this Agreement; and
        4. keep the Licensed Area clean, tidy and in good condition.
  • Acknowledgments by the parties

The parties acknowledge and agree that: 

  1. the rights given to the Member under this Agreement are contractual only and do not give the Member any interest in the Licensed Area;
  2. Gibbens Flex-Office will not be responsible for:
    1. any Claim relating to any property of the Member or any other person relating to the Licensed Area or any part of them; or
    2. any damage, loss, death or injury to any person or property on the Licensed Area, unless such Claim or damage is caused by as a result of a deliberate negligent act of Gibbens Flex-Office or Gibbens Flex-Office’s Employees;
  3. the Member’s rights relating to the Licensed Area under this Agreement will automatically cease on the Terminating Date.
  • Relocation of Licensed Area

Gibbens Flex-Office may relocate the Licensed Area to another area by giving to the Member written notice, which must include details of the alternative Licensed Area and the date that the relocation will take effect (which must be not less than 5 Business Days after Gibbens Flex-Office’s notice).

  • Review of Membership Fee

The Membership Fee will be increased by the greater of 3.5% or the Consumer Price Index (All Groups, Sydney) on each anniversary of the Commencing Date.

    1. Term
  • Term
        1. Except as otherwise specified in this Agreement, this Agreement is on a month-to-month basis.
        2. Either party may terminate this agreement by giving the other party at least 1 month’s notice in writing.
  • Default and termination

Gibbens Flex-Office will be entitled to terminate this Agreement upon notice if the Member:

  1. fails to make any payment under this Agreement promptly when due (time being of the essence) or if any direct debit fails or credit card payment is declined;
  2. breaches a term of this Agreement, which is not remedied within 5 Business Days after Gibbens Flex-Office provides written notice of the breach; 
  3. harasses any Gibbens Flex-Office Employee or other occupant in the Office, or if Gibbens Flex-Office reasonably suspects any illegal or fraudulent business practice is being conducted by the Member; or 
  4. the Member goes into Liquidation. 
    1. Common Areas and Office
  • Office amenities

During the Licence Term Gibbens Flex-Office will provide the following amenities in the Common Areas for use by the Member in common with other persons authorised by Gibbens Flex-Office:

  1. electricity and internet connection suitable for normal office use; and
  2. kitchenette and bathrooms.
  • Additional Facilities

Gibbens Flex-Office may offer additional facilities or amenities (Additional Facilities) to the Member from time to time, for an additional fee to be advised prior to the Member booking those Additional Facilities. If the Member uses any Additional Facilities, it agrees that Gibbens Flex-Office may charge for their use in accordance with clause 1.3, or on a 14 day account by providing a separate tax invoice to the Member.

  • Office Rules

The Member’s must comply with the Office Rules. The Member acknowledges that Gibbens Flex-Office may update the Office Rules from time to time on written notice to the Member.

    1. Repair and maintenance
  • Repair and maintenance generally

Gibbens Flex-Office is responsible for the management, operation, repair and maintenance of the Office, and must use all reasonable endeavours to keep the amenities available at the Office during the Term.

  • Damage caused by the Member

Notwithstanding anything in clause 4.1, the Member is responsible for, and must pay to Gibbens Flex-Office on demand, all costs incurred by Gibbens Flex-Office for any damage to the Licensed Area or the Office arising from any act, omission, default or negligence of the Member, the Member’s employees or visitors.

    1. Releases and indemnities
  • Member’s risk

The Member enters and occupies the Licensed Area and uses the Property at the Member’s sole risk. 

  • Release

The Member releases Gibbens Flex-Office, Gibbens Flex-Office’s Employees and Gibbens Flex-Office’s managing agent against all Claims which the Member may have against Gibbens Flex-Office in connection with the Member’s use or occupation of the Licensed Area, the Common Areas and the Office, except to the extent that such Claim arises because of Gibbens Flex-Office’s default or negligence. 

  • Indemnities

The Member is liable for and indemnifies Gibbens Flex-Office, Gibbens Flex-Office’s Employees and Gibbens Flex-Office’s managing agent for any Claim due to any damage, loss, injury or death occurring, caused or contributed to by the Member’s or the Member’s Employees’:

  1. use of the Licensed Area, the Common Areas and the Office;
  2. any act, omission, default or negligence by the Member or the Member’s Employees; or 
  3. occupation or use of the Licensed Area, the Common Areas and the Office, except to the extent that such a Claim arises because of Gibbens Flex-Office’s default or negligence. 
    1. Guarantee
  • Guarantee

In consideration for Gibbens Flex-Office entering into this Agreement, the Guarantor, for themselves and each of their executors and administrators, unconditionally agree that they will be jointly and severally liable with the Member to Gibbens Flex-Office for the payment of the Membership Fee and all other payments due under this Agreement, and for the due and punctual performance of the Member’s other obligations under this Agreement.

    1. Costs and expenses 
  • Costs

Each party will pay its own Costs in connection with the preparation, negotiation and execution of this Agreement.  

  • Enforcement

The Member will be responsible for Gibbens Flex-Office’s reasonable costs incurred in recovering any cost owed under this Agreement.

    1. Goods and Services Tax
  • Amounts exclude GST

All amounts payable under this Agreement do not include GST.

  • Reimbursement

If any GST is (or becomes) payable by one party on any amounts which the other party must pay under this Agreement, the party liable for the relevant payment must pay to the first party the amount of the GST liability, at the time the relevant payment is due.

  • Tax Invoice

The party receiving a payment which attracts GST must supply the other party with a tax invoice for each such payment.

    1. General provisions 
  • Entire understanding

This Agreement contains all the entire understanding between the parties with respect to the transactions to which it relates and supersedes all earlier conduct by the parties with respect to those transactions.

  • Amendment

This Agreement may be amended only by agreement in writing by the parties.

  • Governing Law

This Agreement is governed by the Laws of New South Wales. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

  • No assignment

The Member may not assign or otherwise dispose of or deal with its interest in this Agreement. 

  • No merger

The rights and obligations of the parties will not merge on completion of any transaction under this Agreement.  

  • Waiver
      1. The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right.
      2. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
  • Severance 
      1. Any provision of this document, which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction only to the extent of the prohibition or unenforceability.  
      2. Such prohibited or unenforceable provision will not invalidate the remaining provisions of this document nor affect the validity or enforceability of that provision in any other jurisdiction.
  • Moratorium legislation

To the full extent permitted by Law, all legislation which at any time directly or indirectly:

  1. lessens, varies or affects in favour of any party any obligation under this Agreement; or
  2. delays, prevents or prejudicially affects the exercise by Gibbens Flex-Office of any right, power or remedy, is excluded from this Agreement.
  • Successors 

This Agreement shall be binding on and inure to the benefit of each party and their respective successors and assigns. 

  • Further assurances

Each party shall take all steps, execute all documents and do everything reasonably required by any other party to give effect to any of the transactions contemplated by this Agreement.

  •  Notices 

Any notice, demand, consent, approval, advice or other communication (Notice) to or by a party to this Agreement must be in writing, addressed to the intended recipient to the contact details last notified by it to the other party.  

  •  Counterparts & electronic execution
    1. This Agreement may be executed in any number of counterparts. All counterparts taken together will be taken to constitute the same document.
    2. The Member and Guarantee each confirm their acceptance of the terms of this Agreement by completing the Sign Up Form.
    3. Each party unreservedly and irrevocably agrees that: this Agreement can be executed electronically.
    1. Definitions and interpretation
  •  Definitions

In this Agreement, the following definitions apply, unless context requires otherwise:  

    1. Agreement means this licence agreed.
    2. Business Day means any day except Saturday or Sunday or a day that is a public holiday throughout New South Wales.
    3. Claim means any present or future claim including any action, suit, cause of action, demand, complaint, loss, liability, injury, damage, proceeding, order, judgment, cost or expense, whether known or unknown to a party as at the date of this Agreement and whether arising in equity, under statute or otherwise.
    4. Clause means a clause of this Agreement.
    5. Common Areas means those parts of the Office designated from time to time for use by the Member and other occupants of the office.
    6. Cost includes any cost, charge, expense, outgoing, payment or other expenditure of any nature (whether direct, indirect or consequential and whether accrued or paid), including, where appropriate, all legal fees and fees of other experts and consultants.
    7. Direct Debit Request means a direct debit request and direct debit request service agreement (or similar documents) required by Gibbens Flex-Office’s merchant to facilitate payment of the Membership Fee and any other payments under this Agreement.
    8. Gibbens Flex-Office Employees includes the employees, agents, contractors, consultants, customers, workmen, invitees, clients and visitors of Gibbens Flex-Office, and others who may at any time be in the Office, with or without invitation.
    9. GST means the goods and services tax as imposed by the GST Law including, where relevant, any related interest, penalties, fines or other charge.
    10. GST Amount means, in relation to a Payment, an amount arrived at by multiplying the Payment (or the relevant part of a Payment if only part of a Payment is the consideration for a Taxable Supply) by the appropriate rate of GST prescribed under the GST Law from time to time (being 10% when the GST Law commenced) or any lower rate notified from time to time by the person making the relevant Supply.
    11. GST Law has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999, or any Law that replaces it.
    12. Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.
  • Licensed Area means the designated desk space specified in the Sign Up Form.
    1. Liquidation includes liquidation, provisional liquidation, voluntary administration, receivership, compromise, arrangement, amalgamation, administration, reconstruction, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors, bankruptcy or death.
  • Member’s Business means the business carried on by the Member at the Office.
  • Member’s Employees includes the employees, agents, any other authorised persons engaged by the Member to access and use the Licensed Area.
    1. Membership Fee means the membership fee specified in the Sign Up Form.
    2. Office means Gibbens Flex-Office, Wyong, being the office space specified in the Sign Up Form in which the Licensed Area is located.
  • Office Rules mean the rules for the Member’s use of the Licensed Area, Office and Common Areas, from time to time made and updated by Gibbens Flex-Office, which are posted at the Office or available on request by the Member.
  • Sign Up Form means the form completed at or around the time these terms are accepted by the Member, detailing the particulars of the Member’s subscription to the Flex Office service, including selected tier/package for their membership.
  • Visit means each day that the Member (or a Member’s Employee) attends the Office, 
  • Interpretation

In this Agreement, unless context requires otherwise:

  1. headings do not affect interpretation; 
  2. the singular includes the plural and conversely;
  3. an agreement, representation or warranty:
    1. in favour of two or more persons is for the benefit of them jointly and severally; and
    2. on the part of two or more persons binds them jointly and severally;
  4. a reference to:
    1. a person includes the person’s executors, administrators, successors and assigns;
    2. a document includes any variation to that document; and
  5. the Sign Up Form and any annexures form part of this Agreement.

Flexi Office Licence Agreement

[Version: October 2025]

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