LICENSE AGREEMENT

1. This Agreement

1.1 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 Workspace, just the non-exclusive right to share the Premises and business Workspace facilities with the Licensor and other licensees and occupants.

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 or the legal representative or authorised representative of the Licensee. Notices to Licensor must be sent to the Licensor’s agent and will be considered served if successfully delivered by email to space@zenospace.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 workstation(s) and/or dedicated office(s) identified on the front page of this agreement. ‘Workspace’ means the Workspace identified on the front page of this agreement.

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 Workspace. (if applicable – ask for more details)

Extension Option or Holding Over

1.6 Duration: This agreement lasts for the term stated on the front page of this agreement. This agreement may be extended for a further fixed term by agreement between the licensor and the licensee. At the end of the term or any agreed further fixed term, the term of this agreement shall continue on a month to month holding‐over basis until terminated on not less than one month’s notice by either the licensor or the licensee. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then prevailing market rate as advertised on Licensor’s rate card or as negotiated in the agreement

Terminating the agreement

1.7 Bringing this agreement to an end: : 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 at the end date stated in it, or at the end of any agreed extension or month to month holding over period. If an agreed extension has been applied the termination will be effective at the end of the term stipulated in the agreed extension. The Licensee will be released from their obligations under this Licence and allowed to terminate prior to the end date of this Licence 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, the Deposit will then subsequently be refunded to the Licensee within 30 days of payment

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) 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) days of that notice, or (c) the other party’s conduct, or that of someone at the Workspace with the other party’s permission or invitation, is incompatible with ordinary office use

1.9 If the Workspace is no longer available: In the event that the Licensor is permanently unable to provide the services and accommodation(s) at the Workspace stated in this agreement, then this agreement will end and the Licensee will only have to pay monthly office fees up to the date it ends and for the additional services the Licensee has used

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 Workspace, 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 Workspace 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 Workspace 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 Workspace's 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 Workspace

1.11 Keys and passes: On or before the expiry of this agreement the Licensee must return to the Licensor all keys and other means of access to the Premises and Workspace. Whenever any key(s) or other means of access is lost the Licensee is to report such loss forthwith to the Licensor and incur the cost 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.

1.12 Forfeit of prepaid rent: The Licensor shall refund to the Licensee any prepaid rent net of any amounts owing by the Licensee to the Licensor under this Agreement.

Communication with employees and Licensor

1.13 Employees: While this agreement is in force and for a period of six months after it ends, neither the Licensor nor the Licensee may knowingly solicit or offer employment to any of the other’s staff employed in the Workspace or by the Licensor. This obligation applies to any employee employed at the Workspace 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 Workspace to pay to the Licensor a commission equal to 2 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. 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 the country and region the workspace is located in. 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 Furnished office accommodation(s): The Licensor will provide the number of serviced and furnished office accommodation(s) for which the Licensee has agreed to pay in the Workspace as stated on the front page of this agreement. This agreement lists the accommodation(s) the Licensor has initially allocated for the Licensee’s use. Where a Licensee takes less than 100% of a Workspace the Licensee will have a non-exclusive right to the rooms 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 Workspace and law, 24 hours a day, 7 days per week. The services provided are high-speed wireless Internet, lighting, electricity and in some cases telephones and other business services. Provided for communal use will also be a kettle, bar fridge, coffee machine, vacuum cleaner and basic kitchen utensils. 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 request. Reception and cleaning services may not be provided in the Licensor’s business Workspace unless specifically stipulated in this agreement. 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 Workspace unless it is delivered in the terms of the agreement. Note : Some Licensors may charge a fee or not provide some or all of the services above. It is the responsibility of the licensor and licensee to confirm all inclusions prior to any agreement taking place.

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 the remedy any network failures by the Licensor 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. However, unless there is an emergency or the Licensee has given notice to terminate, the Licensor will attempt to notify the Licensee(s) verbally or electronically in advance when Licensor needs access to carry out Workspace open houses, testing, repair or works other than routine inspection, cleaning and maintenance. The Licensor will also endeavour to respect reasonable security procedures to protect the confidentiality of the Licensee’s business.

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 but the Licensee may cancel this agreement without penalty. The Licensor will not charge the Licensee the monthly office fee for Premises the Licensee cannot use until it becomes available. The Licensor may delay the start date of this agreement provided it provides to the Licensee alternative accommodation(s) that shall be at least of equivalent size to the accommodation(s) stated in 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, Workspace, 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 Workspace. 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 Workspace and for its own liability to its employees and to third parties.

4.4 Security: The Workspace is not patrolled by security and the Licensee must securely lock the access doors upon exiting the Workspace. It is the sole responsibility of the last person exiting the Workspace each day to securely turn off the lights and lock all windows and 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 office purposes only. 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 serviced office accommodation(s) or its ancillary services (unless otherwise approved).

5.3 The Licensee’s name and address: The Licensee may only carry on its business in the business name specified on the front page of this agreement, or other name with the prior written consent of the Licensor.

5.4 Use of the Workspace Address: The Licensee may use the Workspace address as its business address. Any other uses of the Workspace 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 Workspace. The Licensee must not do anything that may interfere with the use of the Workspace 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 Workspace. 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 Workspace 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 Licensor is liable for failing to provide the Licensee with any service under this agreement then subject to the exclusions and limits set out immediately below the Licensor will pay any actual and reasonable expenses the Licensee has incurred in obtaining that service from an alternative source. If the Licensee believes the Licensor has failed to deliver a service consistent with these terms and conditions 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; (d) the use of the Premises by 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 Prepaid rent The Licensee shall pay to the Licensor no later than 5 business days after the signing of this agreement by the Licensee, the prepaid rent as specified on the front page of this agreement as security for performance of all obligations of the Licensee in this agreement. The balance of the Prepaid rent is to be returned to the Licensee provided that the Licensee has complied with all its obligations under this agreement and subject to the deduction of an amount in respect of any outstanding invoices or deductions, and will be refundable upon confirmation in writing from the Licensee of its bank details no less than 30 days after the end day of this agreement. Neither the giving of the prepaid rent nor any deduction from it by the Licensor shall relieve the Licensee from any of its obligations under this agreement or otherwise limit the Licensor’s right to recover against the Licensee for any breach of this agreement. Should the prepaid rent not be received by the Licensor within 14 business days of the signing of the agreement by the Licensee, the agreement shall be considered null and void. Unless otherwise stated the first months rent will be offset against the Prepaid rent paid by the Licensee. The balance will remain as prepaid rent by the Licensor for the term of the agreement and or any renewal period. Throughout the term of the agreement the Prepaid rent cannot be used by the Licensee to be offset against the agreed rental.

8.3 The Licensor may require the Licensee to pay an increased amount of prepaid rent if outstanding rent and fees exceed the prepaid rent held and/or the Licensee frequently fails to pay Licensor when due.

8.4 The Licensee will be charged an office set up fee per occupant. Coworking – $50 ex GST per workstation. Office – $200 ex GST (not applicable to all Workspaces).

8.5 Payment: : The Licensee shall, for the duration of this agreement prior to the first working day of each month, pay to the Licensor whether demanded or not the Office Fee, Service Package (If applicable) identified on the front page of this agreement and any other associated costs as agreed by both parties. In the event that the Licensee does not pay the total amount as stated on an invoice issued by the Licensor, the Licensor shall be entitled to:

(a) require the Licensee to vacate the Premises within 7 (seven) days; withdraw and stop partial or all services provided by Licensor including, but not limited to internet, telephone and electricity services;
(b) on the 8th day of the start of a new month enter the office and change the locks/keys without prior notice;
(c) claim all costs including legal fees associated with recovering all monies owed to Licensor from the Licensee; and/or
(d) register the Licensee or it’s company name and its directors with credit rating agencies if monies remain outstanding for more than 30 days.

8.6 Late payment Fee: If by the 5th day of the start of a new month 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. If the Licensee disputes any part of an invoice 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 returned cheque or any other declined payments due to insufficient funds. This fee will be $27.50 incl. GST.

8.8 The Licensor may give the Licensee notice not less than 1 month before each 12‐month anniversary of the start of this agreement of an increase in the monthly/office workstation fee. If not stipulated in the original agreement the increase will be no more than the current market rate as advertised on the Licensee’s rate card. If the Licensee does not agree with the increase, the either party may terminate this agreement on 1 months’ notice and the increase shall not take effect.

8.9 Standard services: The monthly office fee and any recurring services requested by the Licensee are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by the Licensor at the specified rates for the duration of this Agreement (including any renewal). Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.

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 invoiced in arrears and payable the month following the calendar month in which the additional services were provided.

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.

Zeno Space – Terms & Conditions – 2023