Terms + Conditions
DESCRIPTION OF SERVICES
The Services which apply to the facilities, license and/or relationship with LXDBC (this Contract) are those set out below for the relevant client type, as specified in the License Agreement provided by LXD Office Solutions Pty Ltd T/as LXD Business Centre (LXDBC).
CLIENT TYPES
Floor Member
Where the Client signs a License Agreement as a floor member, the Client is there after known as a “Floor Member”.
Virtual Member
Where the Client signs a License Agreement as a virtual member, the Client is known as a virtual member.
Shared Desk Member
Where the Client signs a License Agreement as a Shared desk member, the Client is known as a shared desk member.
Casual Client
Where the Client does not sign a License Agreement the Client is known as a casual client.
SERVICES FOR ALL MEMBERS
Chadstone Business Address
The Client is entitled to use the relevant business address in relation to its business. (Casual clients are excluded from this service)
Professional Visitor Management in our premium Reception Area
This Service will be provided by LXDBC where reasonably practicable during Business Hours from 8:30am until 5:30pm.
Mail & Packages Received and Signed for on Your Behalf
LXDBC reserves the right to not accept any excessively large, dangerous or unlawful packages (Casual clients are excluded from this service)
Unique Prefix Phone Number
The Client is entitled to use the phone number allocated by LXDBC in relation to its business. (Business Address only members & casual clients are excluded from this service)
This includes:
Appointment/Phone Messages included [up to 100 messages per month) incremental pricing applies from there.
Unlimited Voicemail to Email Technology
Advertise Your CBD Prefix Phone Number on Your website, Business cards and Marketing Material This Service is simply the allowance for the Client to commence these advertising activities. LXDBC will not undertake any of these advertising activities on the Client’s behalf.
Discounted Business Call Rates for Diversion
Receptionist to Answer Calls in Your Company Name
Calls to the Client’s telephone number will be answered, during Business Hours, where reasonably practicable, with the Client’s business name and in any other way that the Client has agreed to in writing with LXDBC. (Business Address only - members & casual clients are excluded from this service)
Meeting Room or Day Suite Hire
The Client is eligible to book the meeting rooms and boardrooms, for Business Hours, which LXDBC makes available. Bookings are taken by LXDBC reception, in a manner determined by LXDBC and are charged at LXDBC’s then current rates. Payment for meeting rooms and boardrooms is payable on booking. Payment can be refunded if a booking is cancelled more than 48 hours prior to the time of the event. A booking can be rescheduled if at least 12 Hours’ notice is given (a rescheduled booking cannot be refunded or rescheduled). If a booking is cancelled within 12 Hours of the event, no refund will be given, and no rescheduling will be provided.
Complimentary Coffee and Tea
LXDBC will provide the type of coffee and tea which it chooses, in its complete discretion. LXDBC will make reasonable efforts to ensure it is available within Business Hours.
Breakout Area Use
LXDBC grants the Client a non-transferrable, non-exclusive license to occupy the breakout area or areas. The use of breakout area is only permitted during business hours. The Client needs to obtain written approval from LXDBC for usage of breakout area during non-business hours. The Client is not allowed to carry out any events in the breakout area unless written approval has been obtained from LXDBC.
Ancillary Services
The Client and LXDBC may agree for further Services to be provided for the fees set by LXDBC on the terms set by LXDBC. These Services may include access to call log reporting, secretarial services, catering, extra time for the hot desk area, day suite use, meeting room use or parking.
If the Client and LXDBC agree that parking is to be provided as an ancillary service, the terms and conditions of the relevant building management will apply. A separate agreement shall apply for the site parking and needs be completed with LXDBC (‘Parking Agreement’).
If the Client uses a day suite or meeting room as an Ancillary Service, the following terms apply:
LXDBC grants the Client a non-transferrable, non-exclusive license to occupy the office space specified in writing by LXDBC (Office Space). LXDBC may determine, for whatever reason, that it: requires access; or is required to provide access to another person, to the Office Space;
The attributes of the Office Space may change from time to time;
LXDBC will make reasonable efforts to provide high-speed internet with Wi-fi facilities to the Office Space. LXDBC will provide a Workstation per person. LXDBC reserves the right to charge the Client for internet downloads exceeding 2GB per person per day at LXDBC’s then current rates;
LXDBC will make reasonable efforts to provide access to colour copiers and printers, charged at rates to be determined by LXDBC from time to time; and
The Client must not make any changes to the Office Space which: affect other clients; impact on any other user’s use of the building; are structural; affect the overall presentation of the area; affect the natural or artificial light into or out of the Office Space; or affect any of the building’s services, without the prior written consent of LXDBC, which may be withdrawn at any time. At the time the Client’s right to occupy the Office Space under the Contract ends (for whatever reason), the Client becomes liable to pay to LXDBC the cost of any activity required to restore the Office Space, and any LXDBC items provided in it, to the condition they were in when the Client first acquired the right to occupy the Office Space, or the items were first provided (whether under this Contract or a preceding arrangement). Despite any other clause of the Contract, this requirement survives termination and is an essential term.
Cleaning
Cleaning services will be provided by LXDBC and LXDBC will make reasonable efforts to ensure that this be on business days.
Where the Client requests any Services, which are not included in the Agreement and LXDBC agrees to provide those extra Services, those extra Services will be charged to the Client at LXDBC’s then current rates. If a particular Service is required by circumstances, the Client will be deemed to have requested that Service, LXDBC can choose whether or not to provide such Service in its complete discretion.
ADDITIONAL SERVICES FOR FLOOR MEMBERS ONLY
Office Space Use
LXDBC grants the Client a non-transferrable, non-exclusive licence to occupy the office space specified in the Agreement (Office Space). LXDBC may determine, for whatever reason, that it: requires access; or is required to provide access to another person, to the Office Space. The attributes of the Office Space may change from time to time.
LXDBC will provide high-speed internet with Wi-Fi facilities to the Office Space. LXDBC will make reasonable efforts to provide access to colour copiers and printers, charged at rates to be determined by LXDBC from time to time. Subject to all other terms of this Contract, the Client may leave items in and make changes to the Office Space. LXDBC will also provide (if applicable as per the License Agreement) 1 x ethernet port per workstation. The Client may request for LXDBC to add up to the maximum amount (equal to the maximum amount of workstations for that suite) of contact details complimentary on the LXDBC database pertaining to call handling requirements included within the License Agreement. Any Additional requests will be charged to the Client at LXDBC’s then current rates.
The Client must not make any changes to the Office Space which: affect other clients; impact on any other use of the building; are structural; could adversely affect the building in any way; affect the overall presentation of the area; affect the natural or artificial light into or out of the Office Space; or affect any of the building’s services, without the prior written consent of LXDBC, which may be withdrawn at any time.
Make Good
At the time the Client’s right to occupy the Office Space under the Contract ends
(for whatever reason), the Client becomes liable to pay to LXDBC the cost
of Restoration Works, which includes painting of walls, steam cleaning, deep clean and sanitisation. The cost of the Restoration Works is dependent on the size of the Office Space based on the number of workstations. The Restoration Works for 5 workstations or less is charged at $500 or for 6 workstations or more is charged at $900. The above costs exclude any major make good works that are not covered within the Restoration Works.
The Client is deemed to accept these conditions as stated in the conditions report including the obligations contained under this clause, if LXDBC does not receive any responses from the Client in writing within 14 days after providing the conditions report. The Above costs exclude any major make good works (whether under this Contract or a preceding arrangement). (Despite any other clause of the Contract, this requirement survives termination.)
All works are to be carried out by LXDBC’s approved contractors. For the purpose of OH&S, the Client is not allowed to contract an Independent Contractor or any representative of their own to provide any services at all times without the approval of LXDBC.
ADDITIONAL SERVICES FOR VIRTUAL MEMBERS ONLY
Hot Desk Access
The Client is granted a non-transferrable, non-exclusive licence to occupy the Hot Desk Area and access Wi-Fi for the included hours as per service agreement, in a calendar month with the number of people allowed by LXDBC, subject to the booking requirements. The Client’s use of the Hot Desk Area and Wi-Fi will be recorded and any use outside the included hours as per service agreement, will be charged at LXDBC’s then current rates. LXDBC reserves the right to charge the Client for internet downloads exceeding 2GB per day.
Complimentary Day Suite or Meeting Room Use
The Client is granted a non-transferrable, non-exclusive licence to occupy and book a day suite or meeting room utilising complimentary included hours (where applicable) per month during Business Hours, subject to the booking requirements (so long as there is a booking available). The Client may use a day suite or meeting room without a booking so long as there is space available and Clients with bookings take priority.
ADDITIONAL SERVICES FOR SHARED DESK MEMBERS ONLY
Shared Desk Use
The Client is entitled to use a particular desk (Desk) and chair, as specified in the Agreement, in a shared space (Shared Space) during Business Hours. LXDBC may, from time to time, change the desk or chair. The attributes of the Shared Space may change from time to time. LXDBC will provide high speed internet and Wi-Fi data connection within the Shared Space. The Client is limited to 2GB of internet downloads per day if the Client is acquiring Desk Use on a per day basis. LXDBC reserves the right to charge the Client for any use over the limit at LXDBC’s then standard rates.
Subject all other terms of this Contract, the Client may leave items in and on the Desk. The Client must maintain the corporate appearance of the Desk by ensuring it is clean, tidy and does not adversely impact on LXDBC or any other client. The Client must not make any alterations to the Shared Space. The Client must ensure their use of the Shared Space does not adversely affect LXDBC or any other client. LXDBC will make the ultimate determination as to whether the Client is adversely affecting LXDBC or another client.
At the time the Client’s right to use the Desk in the Shared Space under the Contract ends (for whatever reason), the Client becomes liable to pay to LXDBC the cost of any activity required to restore all LXDBC items used by the Client to the condition they were in when the Client first acquired the right to use the relevant item (whether under this Contract or a preceding arrangement).
ADDITIONAL SERVICES FOR CASUAL CLIENTS
Hot Desking Area Use
The Client may use a desk in the hot desking area for the fee specified by LXDBC from time to time during Business Hours, subject to there being a free desk or the Client having booked a desk. The Client is eligible to book a desk in the hot desking area for Business Hours. LXDBC will determine, in its complete discretion, which desks in the hot desking area can be booked. Bookings are taken by LXDBC, in a manner determined by LXDBC and are charged at LXDBC’s then current rates.
LXDBC will provide Wi-Fi internet in the hot desking area. LXDBC reserves the right to charge the Client for internet downloads exceeding 2GB per person per day at LXDBC’s then current rates.
Day Suite Use
The Client may book a day suite for any time period agreed in writing with LXDBC up to one month, for the fee determined by LXDBC.
LXDBC grants the Client a non-transferrable, non-exclusive license to occupy the day suite specified in writing by LXDBC (Office Space). LXDBC may determine, for whatever reason, that it: requires access; or is required to provide access to another person, to the Office Space. The attributes of the Office Space may change from time to time.
LXDBC will provide high-speed Wi-Fi internet in the Office Space. The Client is limited to 2GB of internet downloads per day per person. LXDBC reserves the right to charge the Client for any use over the limit at LXDBC’s then standard rates.
LXDBC will make all reasonable efforts to provide access to colour copiers and printers, charged at rates to be determined by LXDBC from time to time.
While the Client has the right to occupy the Office Space under this Contract, and for half a Business Hour before such time, LXDBC will make reasonable efforts to provide: professional welcome for guests at reception; and complimentary tea and coffee.
The Client must not make any changes to the Office Space which: affect other clients; impact on any other user’s use of the building; are structural; affect the overall presentation of the area; affect the natural or artificial light into or out of the Office Space; or affect any of the building’s services, without the prior written consent of LXDBC, which may be withdrawn at any time.
At the time the Client’s right to occupy the Office Space under the Contract ends (for whatever reason), the Client becomes liable to pay to LXDBC the cost any activity required to restore the Office Space, and any LXDBC items provided in it, to the condition it was in when the Client first acquired the right to occupy the Office Space, or the items were first provided, (whether under this Contract or a preceding arrangement). (Despite any other clause of the Contract, this requirement survives termination.)
The parties agree to the following:
1. DEFINITIONS AND INTERPRETATION
1.2 In this Contract
(a) ACL means the Australian Consumer Law schedule of the Competition and Consumer Act 2010 (Cth) and its associated regulations as amended;
(b) Agreement means the document signed by both the Client and LXDBC setting out the specifics of the License or Casual use;
(c) Business Day means each Monday to Friday which is not a public holiday;
(d) Business Hours means from 8:30 am until 5:30 pm on every Business Day and a Business Hour is any hour within a Business Day, (Business Hours for Virtual Client and Casual Client means 9.00am until 5.00pm on every Business Day and a Business Hour is any hour within a Business Day);
(e) Client is as defined in the Agreement. If there is more than one Client, this Contract applies to each of them jointly and severally. Client also includes all executors, administrators, successors and permitted assigns of the person defined in the Agreement;
(f) Contract means these Terms and Conditions together with any Agreement (IE License Agreement and/or Parking Agreement);
(g) End Date means the end date set out in the Agreement;
(h) Fees means the fees payable by the Client to LXDBC as specified in this Contract;
(i) Further Fees means the fees payable by the Client to LXDBC for the Services which incur fees on an irregular pay-as-you-use basis;
(j) GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;
(k) Initial Term is the period described as such in the Agreement, commencing on the Start Date and ending on the End Date.
(l) Insolvency Event means where:
(i) the entity is unable to pay its debts as and when they fall due;
(ii) in the case of an individual, the individual enters into a scheme of arrangement with creditors or becomes bankrupt;
(iii) in the case of a legal entity that is not an individual:
(A) a receiver, receiver and manager, administrator, controller, provisional liquidator or liquidator is appointed to the entity;
(B) the entity enters into a scheme of arrangement with its creditors; or
(C) the entity is wound up;
(iv) the entity assigns any of its property for the benefit of creditors or any class of creditors; or
(v) a person with a legal right over any assets of the entity takes any step towards taking possession or takes possession of those assets or exercises any power of sale;
(m) Monthly Payment means the monthly fee payable by the Client to LXDBC for the Ongoing Services (the Monthly Payment excludes any Further Fees). The Monthly Payment may be set out in the Agreement, but is subject to any increases for extra Ongoing Services provided or otherwise in accordance with this Contract;
(n) Ongoing Services means all Services that can be provided on an ongoing basis and incur a regular monthly fee. This is all Services except those which incur Further Fees;
(o) Security Deposit means 2 times the Monthly Payment, unless otherwise stated in the Agreement;
(p) Services means:
(i) the particular services described in the client’s Agreement to be provided by LXDBC to the Client subject to any terms set out in the description; and
(ii) any services the Client and LXDBC may agree to, to be provided for the fees set by LXDBC on the terms set by LXDBC, and in accordance with the terms of the Contract;
(q) Start Date is the start date set out in the Agreement;
(r) Terms and Conditions means the terms and conditions set out in this document as may be replaced by LXDBC from time to time by updating the terms and conditions on the LXDBC website;
(s) LXD Office Solutions Pty Ltd means: LXDBC (Trading Name)
(t) LXDBC Building means any building which is occupied by LXDBC or an associated entity or any of their staff or clients;
(u) LXDBC IP means all intellectual property associated with or created by LXDBC or its employees or agents. It includes copyright, patents, trademarks (whether registered or not), registered designs, colour schemes, logos, uniquely shaped or styled products, business methods, business plans and business documents; and
(v) Workstation means a desk, chair and pedestal.
1.2 In this Contract, unless the context indicates a contrary intention:
(a) the term “person” includes an individual, a body politic, corporation and a statutory or other authority or association whether incorporated or unincorporated;
(b) a reference to this Contract or to any other deed, agreement, document or instrument includes, respectively, this Contract or such other deed, agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time;
(c) words importing the singular shall include the plural (and vice versa) and words denoting a given gender shall include all other genders;
(d) “including” is not a word of limitation;
(e) all dollar amounts are in Australian dollars unless stated otherwise;
(f) headings are for convenience only and do not affect interpretation; and
(g) a reference to any amount is a reference to all or part of that amount.
2. SERVICE AGREEMENT
2.1 LXDBC will provide the Services from the Start Date until this Contract ends for whatever reason and the Client will pay the Fees, subject to the terms of this Contract.
2.2 Where any Ongoing Services are provided under this Contract, whether or not they began on the Start Date, they can only be ended in accordance with the terms of this Contract. 2.3 Despite anything else in this Contract, LXDBC may, if a Service becomes unavailable for any reason, offer to substitute the affected Service for a reasonably equivalent service or services of the same or similar value (according to LXDBC’s then current fees).
3. PAYMENT
3.1 Upon signing this Contract, the Client must pay to LXDBC the initial payments as set out in the Agreement, including the Security Deposit and Activation fee.
3.2 The Further Fees are payable in accordance with LXDBC’s instructions. Where LXDBC does not specify, the Further Fees are payable monthly in arrears, on the first day of every month.
3.3 Invoices provided by LXDBC are payable in accordance with the invoice terms. Where an invoice does not specify, invoices are payable 7 days after the date of the invoice. If the Client’s preferred payment method is direct debit, then LXDBC will debit from the nominated credit card within the due date of the invoice. In the event the invoice falls due on a weekend or public holiday, then the direct debit with be processed on the business day that falls before such weekend or public holiday.
3.4 To the extent that a party makes a taxable supply in connection with the Contract to the other party then, except where express provision is made to the contrary, the amount payable by the recipient of that supply is a GST exclusive amount and the recipient of that taxable supply will pay to the supplier of it the GST payable in respect of that supply in addition to the other consideration payable.
3.5 Payment made by cheque or electronic funds transfer (EFT) is not deemed made until the proceeds of the cheque or EFT have cleared.
3.6 LXDBC may apply the Security Deposit against any amounts payable or outstanding by the Client under this Contract, this includes any amounts payable as a result of any indemnity provided by the Client. This right of LXDBC does not affect in any way the Client’s obligations to make any payments to LXDBC under this Contract.
3.7 Any portion of the Security Deposit not applied will be refunded by LXDBC to the Client within as soon as practicable in all matters related to this Contract (including any disputes) being finalised.
3.8 If any or all of the Security Deposit is applied by LXDBC, that amount is immediately due as a debt owed by the Client to LXDBC.
3.9 Where the Client has incurred any liability to LXDBC, whether arising from this Contract or otherwise, LXDBC may (without notice to the Client) set-off the amount of such liability against any liabilities of LXDBC to the Client, whether such liability is liquidated or unliquidated, present or future, accrued or contingent.
3.10 The time for payment is of the essence.
3.11 If any Fees are outstanding for more than 7 Business Days LXDBC may, in its complete discretion, charge the Client a late payment fee of $100.
3.12 If the Fees remain outstanding following reasonable written notice from LXDBC to the Client demanding payment, then LXDBC may, in its complete discretion, do any of the following:
(a) suspend the Services;
(b) terminate any or all of the Services;
(c) require the Client to not access, or prevent the Client from accessing, any LXDBC Building or office area;
(d) charge the Client interest on the overdue amounts at a rate of 2% per annum above the cash rate last published by the Reserve Bank of Australia, accrued daily for each day the payment is overdue; and/or
(e) charge any additional fees reasonably incurred by LXDBC as a result of the late payment.
3.13 In the event that the Services are suspended pursuant to clause 3.12(a) and LXDBC agrees to re-activate the suspended Services following payment by the Client of all outstanding Fees, LXDBC will be entitled to charge a $200 re-activation fee in order to reactivate the Services.
4. TERM
4.1 Where there is an Initial Term, this Contract (License Agreement) will automatically extend beyond the Initial Term (Rollover Period), unless either party gives at least four (4) weeks’ written notice to the other that it ends at the end of the Initial Term. During the Rollover Period the Contract automatically extends month by month, with either party being entitled to end the contract on at least four (4) weeks’ written notice to the other party to terminate on the final calendar day of the month.
4.2 For Office and Coworking Clients, during the Rollover Period the Monthly Fee will increase to reflect the amount described within the License Agreement (if applicable), or by 8%, whichever is higher. For each 12-month period the member remains on Rollover, the Monthly Fee will increase by 8%.
4.3 Where the client renews the License Agreement for a further term, the client will enter into a new License Agreement on newly negotiated terms. All agreements including upgrade, renewal, rollover and transfer of memberships, end on the last calendar day of the month.
4.4 Where there is no Initial Term, this Contract will continue until validly terminated.
5. CLIENT OBLIGATIONS
5.1 The Client must ensure that the Client and all people visiting a LXDBC Building due to a connection with the Client, at all times:
(a) despite any other clause of this Contract, comply with all instructions given by LXD Office Solutions Pty Ltd;
(b) do not bring into any LXDBC Building any dangerous, corrosive, combustible, explosive, radioactive or offensive material;
(c) report any:
(i) damage to a LXDBC Building or any item within it;
(ii) problem with any LXDBC Building service; or
(iii) problem with a Service, within 1 Business Day of becoming aware of it;
(d) while in a LXDBC Building:
(i) do not smoke or use any type of e-cigarette or electronic smoking device;
(ii) behave in a way that is appropriate for a premium corporate office;
(iii) wear smart business attire;
(iv) tidy up after themselves and do not leave any items or markings, unless specifically allowed under this Contract;
(v) comply with all applicable laws, regulations, codes of practices or policies, whether they are from Government, LXD Office Solutions Pty Ltd, building management or any other entity;
(vi) do not display, attach, distribute, broadcast or make obvious in any way, any advertising or branding which could be associated with the building or any part of the building;
(vii) do not damage, change or change the functionality of any aspect of the building, its services or the items within it; and
(viii) do not undertake any behaviour or take any action or fail to take any action which would result in an adverse impact on: other clients; provision of the Services, LXDBC Office’s ability to supply services to clients, other clients’ use of the building; other people’s use of the building; the building; any items in the building; any services in the building; or any person.
5.2 The Client must not sell, mortgage, sublet, assign or grant any sort of interest in its rights and obligations under this Contract.
5.3 The Client must notify LXDBC in writing within 7 days if it suffers an Insolvency Event.
6. TERMINATION
6.1 LXDBC may terminate this Contract at any time on one month’s written notice.
6.2 LXDBC may terminate this Contract on immediate written notice where:
(a) the Client suffers, or LXDBC has reasonable evidence that the Client has suffered or will suffer, an Insolvency Event;
(b) LXDBC has reasonable evidence that the Client has acted illegally;
(c) LXDBC has reasonable evidence that the Client has caused a person serious harm or has caused, or is intending to cause, LXDBC harm;
(d) the Client has breached this Contract and the breach is not capable of remedy; or
(e) the Client has breached this Contract; LXDBC has given the Client written notice of such breach and allowed the Client a reasonable time to remedy the breach (which need not be more than 20 days) and the breach has not been remedied within the time allowed by LXDBC.
6.3 Where there is no specified Initial Term, or if the Client is on Rollover Period, the Client or LXDBC may terminate the Contract at any time on four (4) weeks’ written notice. All contracts end on the final calendar day of the month, with a minimum of four (4) weeks’ notice required. If notice is received outside of the four weeks’ period, the contract will terminate on the final calendar day of the following month.
6.4 The Client may terminate this Contract on immediate written notice in the event that LXDBC:
(a) suffers, or the Client has reasonable evidence that LXDBC has suffered, an Insolvency Event; or
(b) breaches the Contract and the Client has given LXDBC written notice of such breach and allowed LXDBC a reasonable time to remedy the breach and the breach has not been remedied within that time.
6.5 Where a Client wishes to end any one or more of the Ongoing Services under this Contract, but not the whole Contract, the Client must give LXDBC at least one month’s written notice of the intention and LXDBC must provide its written agreement. LXDBC may, acting reasonably, withhold its agreement for any reason.
7. END OF TERM
7.1 Prior to the Contract ending, for whatever reason, the Client must:
(a) remove all items belonging to the Client, or left by the Client, from all LXDBC Buildings within 3 business days; and
(b) return to LXDBC all access keys, cards and codes to all LXDBC Buildings and pay the cost to replace any access cards that are not returned.
7.2 Once this Contract has ended LXDBC has the right to refuse the Client entry to any LXDBC Building.
7.3 Despite any other clause of this Contract, clauses 1, 3.8, 3.10, 3 (to the extent it applies to all Fees owing when the Contract ends), 7, 8, 9, 10 and 12 survive termination or ending of this Contract for whatever reason.
8. INSURANCE
8.1 The Client is required to hold public liability insurance for the term of the Contract including any Rollover term, for at least $2 million per event, where the number of events is unlimited.
9. LIABILITY
9.1 The Client is liable for the actions of all people who have accessed the LXDBC Buildings due to a connection they have with the Client, as though those actions were the actions of the Client.
9.2 The Client will not make any claim in tort, contract or otherwise against LXDBC Office’s landlord or any other party related to the LXDBC Building except to the extent that LXDBC Office's landlord or a third party related to the LXDBC building directly causes or contributes to the damage or liability the subject of the Client's claim.
9.3 LXDBC is not liable for any loss or damage to the property of the Client or a person associated with the Client except to the extent that such loss or damage is directly caused or contributed to by LXD Office Solutions Pty Ltd.
9.4 Except where specifically stated, or as contained in any express warranty provided in relation to the Services, this Contract does not include by implication any other term, condition or warranty in respect of the quality, reliability, merchant ability, acceptability, fitness for purpose, condition, description, assembly, compatibility with any particular hardware or software, manufacture, design or performance of the Services or any contractual remedy for their failure.
9.5 If Client is a Consumer under the ACL, nothing in this Contract restricts, limits or modifies the Client’s
rights or remedies against LXDBC for failure of a statutory guarantee under the ACL.
9.6 LXDBC is not liable for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.
9.7 Nothing in the Contract is to be interpreted as excluding, restricting or modifying the application of any State or Federal legislation applicable to the hire of supply of services which cannot be so excluded, restricted or modified.
9.8 LXDBC Office’s aggregate liability to the Client is limited in all circumstances to the total amount the Client has paid to LXDBC under this Contract in the preceding 12 months.
10. INDEMNITY
10.1 The Client indemnifies LXDBC for all losses suffered by LXDBC as a result of the Client’s failure to comply fully with the terms of this Contract (Failure). The Client also indemnifies LXDBC for all losses suffered by LXDBC as a result of all actions or in actions of the Client and people who have accessed the LXDBC Buildings due to a connection they have with the Client. For the purposes of this clause, “losses suffered by LXD Office Solutions Pty Ltd” includes all payments which LXDBC is required to pay and all payments which LXDBC chooses to pay to remedy or partially remedy the loss, all payments which LXDBC chooses to pay to rectify the Client’s Failure, the cost of all claims made against LXDBC and the cost of any legal action LXDBC is required to partake in either to defend itself or to enforce its rights.
11. EVENT OUTSIDE LXDBC OFFICE’S CONTROL
11.1 For the purposes of this clause, "Force Majeure Event" means a circumstance beyond the reasonable control of the parties and which results in a party being unable to observe or perform on time an obligation under this Contract. Such circumstances shall include but shall not be limited to:
(a) acts of God, lightning strikes, earthquakes, pandemics, floods, droughts, storms, tsunamis, tempests, mud slides, washaways, explosions, fires and any natural disaster; and
(b) acts of war, terrorism, civil uprising, malicious damage, sabotage, revolution and any law, orders, regulations, direction or request of any government, including state and local governments, having jurisdiction over either of the parties.
11.2 Where a Force Majeure Event hinders or prevents LXDBC’s ability to provide the Services, any one or more of the Services or any part of a Service, LXDBC may, at its election:
(a) take no action, in which case LXDBC will, subject to clause 9, have no liability to the Client;
(b) suspend provision of the affected Services and:
(i) not require payment by the Client of the then current value of the Services (as determined by LXD Office Solutions Pty Ltd) for the period the Services are suspended; or
(ii) provide services which are equivalent to the affected Services; or
(c) terminate this Contract on immediate written notice.
11.3 LXDBC may use either any of its options under subclauses 11.2(a) and 11.2(b) interchangeably for any one Force Majeure Event such that any option may be used at any time and LXDBC may swap from one to another at will. LXDBC may use its option under subclause 11.2(c) at any time for any given Force Majeure Event, even if LXDBC has used one of its options under subclauses 11.2(a) and/or 11.2(b) for the same Force Majeure Event. 11.4 Notwithstanding any other provision of this Agreement, if by reason of a Force Majeure Event, LXDBC is prevented in the performance of any obligation under this Contract, LXDBC will not be liable under this Contract to the Client for not performing, or for any delay in performing, such obligation to the extent to which LXDBC is so prevented.
12. MISCELLANEOUS
12.1 Subject to clause 12.2, this Contract is the complete agreement between the parties on all subject matter related to it. This Contract supersedes all prior agreements. Neither party relies on any representation made by the other in entering into this Contract.
12.2 If there is a condition report prepared by LXDBC setting out the condition of any aspect of a LXDBC Building, that report is acknowledged by the parties to be an accurate record. Any deed of guarantee and indemnity or similar document between the parties or related entities of the parties is binding in accordance with its terms.
12.3 LXDBC may amend this Contract by written notice to the Client. This Contract may also be amended by written agreement between the parties.
12.4 Where the Terms and Conditions conflict with the Agreement, the terms of the Agreement shall prevail to the extent of the inconsistency.
12.5 The Contract is subject to the laws of the State of Australia in which the Services are being supplied.
12.6 In no event shall any delay, neglect or forbearance on the part of LXDBC in enforcing (in whole or part) any provision of this Contract be, or be deemed, a waiver thereof or a waiver of any other provision or shall in any way prejudice any right of LXDBC under this Contract.
12.7.A notice must be in writing and handed personally or sent by email or facsimile to the last known address of the addressee. Notices sent by facsimile or email are deemed received on confirmation of successful transmission.
12.8 LXDBC owns all telephone numbers, addresses and any other contact details allocated to the Client by LXD Office Solutions Pty Ltd. They are only available to the Client where they are a necessary part of the Services.
12.9 If any provision (or part of a provision) of this Contract is found by a court to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.10 LXDBC may assign any or all of its rights and obligations under this Contract to any other party at any time without the need to notify the Client.
12.11 The terms of this Contract are confidential; neither party may disclose them unless it is necessary for the carrying on of business or for the provision of professional advice.
12.12 The Client may not make an offer of employment to any LXDBC or any affiliate of LXDBC employee or former employee (Prospective) unless the Prospective has independently (without any unsolicited information being brought to the attention of the Prospective by the Client, or person associated with the Client) responded to an advertisement for a position and successfully completed the selection process.
12.13 The Client, nor any entity in any way associated with the Client, may not set up or participate in a business in competition with LXD Office Solutions Pty Ltd: (a) anywhere in the world; (b) in Australia; (c) in the State in which the Services are being supplied (c) in the city in which the Services are being supplied, within: (d) 10 years; (e) 5 years; (f) 1 year, of being a client.
12.14 The most restrictive elements of clause 12.13 apply.
12.15 The Client, nor any person or entity in any way associated with the Client, will not canvas, solicit or persuade a customer of LXDBC to cease or reduce its business with LXDBC at any time during the Term of the Contract.
12.16 All LXDBC IP is owned by LXDBC and is not licenced, assigned or transferred in any way to the Client. Nor does the Client acquire any interests in the LXDBC IP.
12.17 If Client leaves goods behind that are not allowed to be disposed of, LXDBC will notify the Client, within seven days of storing the goods, to arrange collection. If Client does not response after seven days, LXDBC reserves the right to dispose of the goods without further notice.
LXDBC will not be liable for any losses incurred in relation to the disposal. Within the seven days, Client may reclaim the goods after they have paid the cost to cover any reasonable expenses incurred by LXDBC to remove and store the goods. LXDBC reserves the right without any notice given to dispose of perishable foods, dangerous goods and goods of no monetary value.
12.18 If LXDBC provides the Client with any complimentary printing, photocopying, or scanning credits, the excess usage will be charged at printing rates set by LXD Office Solutions Pty Ltd
13. CLIENT REFERRALS
13.1 LXDBC offers all current Clients the opportunity to refer friends, family and affiliates to LXDBC for a referral fee.
13.2 The Client must introduce their referral to LXDBC prior to LXDBC receiving the referral details from another source (not limited to) such as an agent or a broker.
13.3 LXDBC will offer 2% of the contract value should the Client’s referral sign up to an agreement with LXDBC at any location throughout Australia. The 2% contract value can be claimed in the form of a voucher or applied as a credit to the Client’s invoices with LXD Office Solutions Pty Ltd
13.4 The 2% referral fee can only be claimed based on the term of agreement. If an agreement has been signed monthly or roll over, then only 2% based on one (1) month can be claimed. The maximum term to claim a referral fee is twelve (12) months regardless of an agreement being signed for longer than twelve (12) months
