Service Agreement
By clicking ‘I agree,’ you (the “Client”, you”, “your”) are entering into a legally binding agreement (“Agreement”) with The Office Agents to abide by the terms and conditions (“Terms”) set forth in this Agreement, which govern the use of our Services.
Agreement Acceptance
By clicking ‘I agree,’ you acknowledge that you have had an opportunity to review the Terms provided below. Your acceptance of this Agreement is voluntary, and you agree to be bound by its Terms. If you do not agree with these Terms, you should not use our Services.
You understand and agree that clicking ‘I agree’ constitutes a legally binding Agreement between you and the Company. You further understand that failure to comply with the Terms of this Agreement may result in legal consequences and obligations.
By clicking ‘I agree,’ you acknowledge that you have read, understood, and agreed to the Terms set forth in this Agreement.
WHEREAS; The Office Agents operates a listings website that facilitates the introduction and communication between service providers offering flexible and serviced office spaces and potential clients seeking such office spaces;
WHEREAS; the Service Provider owns and operates flexible and serviced office spaces and wishes to list these spaces on The Office Agent’s website to attract potential clients;
WHEREAS; The Office Agents offers services to promote the listings of the Service Provider and facilitate communications and transactions between the Service Provider and potential clients;
WHEREAS; the Parties desire to enter into this Agreement to outline their respective rights and obligations in relation to the listing, promotion, and facilitation services provided by The Office Agents;
WHEREAS; the Parties intend that The Office Agents will act solely as an independent facilitator and not as a real estate agent or broker;
WHEREAS; the Parties agree to the terms and conditions set forth in this Agreement and desire to establish a mutually beneficial relationship to promote the Service Provider’s office spaces and facilitate transactions with potential clients;
THEREFORE, IN CONSIDERATION for the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows:
“Agreement” means this service agreement, including all schedules, exhibits, amendments, and other related documents;
“Business Day” means any day other than a Saturday, Sunday, or public holiday in New South Wales, Australia;
“Client” refers to nny individual or entity seeking to license office space who is introduced to the Service Provider by The Office Agents;
“Content” means any material, including text, images, videos, and other media, uploaded by the Service Provider to Office Agent’s Website or provided to Office Agent for marketing and promotional purposes;
“Effective Date” means the date on which this Agreement is signed by both Parties;
“Introduction” means the act of The Office Agents providing information about the Service Provider’s office spaces to a potential Client, which may include facilitating initial communications, arranging viewings, and assisting in negotiations;
“License Agreement” means a contractual arrangement between the Service Provider and a Client for the use of office space, distinct from a lease agreement;
“Listing” means the information provided by the Service Provider about their available office spaces, including descriptions, prices, availability, and any other relevant details, which is uploaded to Office Agent’s Website;
“Parties” refers collectively to The Office Agents and Service Provider;
“Party” refers individually to either The Office Agents or Service Provider as applicable;
“Referral Fee” means the fee payable by the Service Provider to The Office Agents for the introduction of a Client that results in a License Agreement;
“Service Provider” refers to your company
“Website” refers to The Office Agents Website located at www.theofficeagents.com
2.1 Listing Services
The Office Agents agrees to list the Service Provider’s available office spaces on its Website. The listings will include relevant information provided by the Service Provider, such as location, office specifications, availability, pricing, and any other relevant details. Office Agent will ensure that the listings are presented in a clear, accurate, and professional manner to attract potential Clients.
2.2 Client Enquiries
The Office Agents will provide a platform for potential Clients to search for office spaces and submit enquiries via an online form. Upon receiving an enquiry, The Office Agents will contact the Client to ascertain their specific needs and preferences regarding office space.
2.3 Facilitating Communication
2.3.1 Based on the Client’s requirements, The Office Agents will determine whether the Client prefers direct contact from the Service Provider, or a more personalised service facilitated by The Office Agents.
2.3.2 For direct contact, The Office Agents will forward the Client’s details to the Service Provider to enable direct communication.
2.3.3 For personalised service, The Office Agents will act as an intermediary, assisting in communications between the Client and the Service Provider, including shortlisting suitable office spaces and arranging viewings.
2.3.4 The Service Provider agrees to accept or reject introductions within two (2) Business Days and to handle customer viewings promptly.
3.1 Exclusivity of Introduction
The Service Provider acknowledges that any introduction of a Client by The Office Agents is exclusive to The Office Agents and that the Service Provider shall not engage directly with such Clients outside of the Office Agent’s services for the duration of this Agreement and for a period of twelve (12) months thereafter.
3.2 Non-Circumvention
The Service Provider agrees not to circumvent, avoid, bypass, or obviate The Office Agent’s role as an intermediary by directly or indirectly engaging with any Clients introduced by The Office Agents in a manner that avoids the payment of referral fees to The Office Agents. This includes but is not limited to entering into a licensing agreement with a Client introduced by The Office Agents without notifying The Office Agents and paying the agreed referral fee.
3.3 Obligation to Notify
3.3.1 The Service Provider agrees to promptly notify The Office Agents of any direct communication or negotiation with Clients introduced by The Office Agents.
3.3.2 The Service Provider shall keep The Office Agents informed of the status of negotiations and any licensing agreements entered into with such Clients.
4.1 Referral Fee Entitlement
The Office Agents is entitled to a referral fee of 8% of the total cost of the license agreement for any Client introduced by The Office Agents who enters into a licensing agreement with the Service Provider, regardless of whether the agreement is made directly or indirectly.
4.2 Payment Terms
4.2.1 The referral fee shall be calculated based on the total cost of the license agreement and shall be payable within 28 days of the Client making their initial payment under the license agreement.
4.2.2 The Service Provider shall provide The Office Agents with a copy of the executed license agreement and details of all payments made by the Client.
4.3 Calculation of Referral Fee
The referral fee is calculated as 8% of the total cost of the license agreement for the duration of the Client’s use of the premises, up to a maximum of 12 months. The Service Provider agrees to pay the invoice issued by The Office Agents within 28 days of the invoice date.
4.4 Payment Method
Payment shall be made by the Service Provider via bank transfer, credit card or cheque.
4.5 Currency and Taxes
All payments shall be made Australian Dollars (AUD) and is exclusive of Goods and Services Tax (GST).
4.6 Right to Withhold Payment
The Service Provider shall not withhold payment of the referral fee for any reason other than a bona fide dispute relating to the services provided by The Office Agents. Any disputed amounts shall be resolved in accordance with the dispute resolution provisions of this Agreement.
4.7 Early Exit of License Agreement
In the event that the licensing agreement between the Service Provider and the Client is terminated earlier than the agreed term, the referral fee shall not be subject to recalculation or refund. The Service Provider acknowledges that the referral fee is based on the initial agreed term and is non-refundable regardless of early termination by the Client.
4.8 Audit Rights
The Office Agents shall have the right to audit the Service Provider’s records related to the Clients introduced by The Office Agents to ensure compliance with this Agreement and proper payment of referral fees. The Service Provider agrees to maintain accurate and complete records and to make them available to The Office Agents upon request.
4.9 Indemnification
The Service Provider agrees to indemnify and hold harmless The Office Agents from any claims, losses, damages, liabilities, costs, and expenses arising from the early termination of the license agreement by the Client, except for the adjusted referral fee as outlined in this clause.
4.10 Remedies and Enforcement
4.11 Injunctive Relief
The Service Provider acknowledges that any breach of the exclusivity or non-circumvention provisions may result in irreparable harm to The Office Agents and agrees that The Office Agents shall be entitled to seek injunctive relief to enforce these provisions.
4.12 Damages
In addition to injunctive relief, The Office Agents shall be entitled to recover any damages, including lost referral fees, resulting from the Service Provider’s breach of these provisions.
5.1 Accurate Listings
5.1.1 The Service Provider agrees to provide accurate, complete, and up-to-date information regarding available office spaces, including location, office specifications, availability, pricing, and any other relevant details.
5.1.2 The Service Provider shall promptly notify Office Agents of any changes to the availability, pricing, or other details of the listed office spaces to ensure that the listings remain current and accurate.
5.2 Timely Response
5.2.1 The Service Provider agrees to respond promptly to Client enquiries forwarded by The Office Agents, ensuring timely and professional communication with potential Clients.
5.2.2 The Service Provider will follow up with Clients introduced by The Office Agents to facilitate the licensing process and address any questions or concerns the Clients may have.
5.3 Facilitating Viewings
5.3.1 The Service Provider shall cooperate with The Office Agents to arrange viewings of the office spaces for interested Clients. The Service Provider will ensure that the office spaces are in a presentable condition for viewings.
5.3.2 The Service Provider will coordinate with The Office Agents and Clients to schedule viewings at mutually convenient times.
5.4 Negotiation and Agreement
5.4.1 The Service Provider is responsible for negotiating the terms of the license agreement directly with the Client, including pricing, duration, and any other relevant conditions.
5.4.2 The Service Provider will execute the license agreement with the Client and ensure that all contractual obligations are clearly understood and agreed upon by both parties.
5.5 Compliance with Laws
5.5.1 The Service Provider shall comply with all applicable laws, regulations, and industry standards in the offering and management of their office spaces.
5.5.2 The Service Provider is responsible for ensuring that the terms of the license agreements with Clients comply with all relevant legal requirements.
The Parties acknowledge and agree that The Office Agents acts solely as a lead generator and facilitator of communications between the Service Provider and potential Clients. The Office Agents does not act as a real estate agent, broker, property manager, or in any other capacity that would establish a fiduciary relationship between the parties.
6.1 No Authority to Bind
The Office Agents does not have the authority to negotiate, finalise, or enter into any agreements on behalf of the Service Provider or the Client. All decisions regarding the terms of the office space license agreement, including pricing, duration, and conditions, are solely between the Service Provider and the Client.
6.2 Independent Contractor Status
The Office Agents operates as an independent contractor and not as an employee, partner, or agent of the Service Provider. Nothing in this agreement shall be construed to create any employer-employee relationship, partnership, joint venture, or agency relationship between Office Agent and the Service Provider.
6.3 Responsibility for Agreements
The Service Provider retains full responsibility for the finalisation and execution of any license agreements with Clients. The Office Agent’s involvement is limited to facilitating the initial contact and communication between the Service Provider and the Client.
6.4 Limitation of Liability
The Office Agents shall not be liable for any decisions, actions, or omissions of the Service Provider or the Client. The Service Provider agrees to indemnify and hold harmless The Office Agent from any claims, damages, or liabilities arising out of or related to the actions of the Service Provider or the Client.
7.1 Confidential Information
Each party (the “Disclosing Party”) may disclose certain confidential information to the other Party (the “Receiving Party”) in connection with this Agreement. Confidential information may include, but is not limited to, business plans, financial information, proprietary technology, and Client data.
7.2 Non-Disclosure
The Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party and to not disclose, distribute, or use such information for any purpose other than as necessary to fulfill its obligations under this Agreement.
7.3 Protection of Confidential Information
The Receiving Party shall implement reasonable measures to protect the confidentiality and security of the Confidential Information, including but not limited to encryption, access controls, and regular security audits. The Receiving Party shall restrict access to Confidential Information to only those employees, agents, or contractors who have a legitimate need to know and shall ensure that such individuals are bound by confidentiality obligations no less restrictive than those contained herein.
7.4 Data Protection
Each Party shall comply with all applicable privacy and data protection laws, regulations, and guidelines, including the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth), in relation to any personal information collected, used, disclosed, or processed under this Agreement.
The parties shall only collect, use, disclose, or process personal information for the purposes specified in this Agreement or as otherwise permitted by law.
7.5 Data Breach Notification
In the event of any unauthorised access, use, or disclosure of personal information or any other data breach, the party experiencing the breach shall promptly notify the other party in writing and shall cooperate fully in investigating and mitigating the breach.
7.6 Data Retention and Destruction
Each party shall retain personal information only for as long as necessary to fulfill the purposes for which it was collected or as required by law. Upon termination or expiration of this agreement, each party shall securely dispose of or return all personal information received from the other party in accordance with the other party’s instructions.
The Service Provider may provide photos, property information and other information relevant to the listing to The Office Agents for the purpose of fulfilling its obligations under this Agreement. The Office Agents agrees to use such information solely for the purposes of this Agreement and to not disclose or use such information for any other purpose without the consent of the Service Provider. The Service Provider may upload content, granting The Office Agents the right to use, edit, and distribute it.
8.1 License Grant
The service provider hereby grants The Office Agents a non-exclusive, worldwide, royalty-free license to use the data provided by the Service Provider for the purpose of listing office spaces on The Office Agents’ Website. This license includes the right to display photos, information, and pricing related to the office spaces.
8.2 Scope of Use
The Office Agents may use the content for the purposes of listing, marketing, and promoting the Service Provider’s office spaces on its Website and through other marketing channels, including but not limited to social media, email campaigns, and third-party advertising platforms.
8.3 Right to Edit and Modify
The Office Agents reserves the right to edit, modify, or adapt the content as necessary to fit the format and style of its Website and marketing materials. This includes resizing images, editing text for clarity, and making other changes to ensure the content meets Office Agent’s quality standards and branding guidelines.
8.4 Ownership
The Service Provider retains ownership of the data. The Office Agents’ use of the data does not transfer any ownership rights.
8.5 Warranty and Indemnity
The Service Provider warrants that it owns or has the necessary rights and permissions to grant the license described herein and that the content does not infringe on any third-party rights or violate any laws. The Service Provider agrees to indemnify and hold harmless The Office Agents from any claims, losses, damages, liabilities, costs, and expenses arising out of or related to any breach of this warranty.
8.6 Duration of License
The license granted herein shall commence on the date the content is uploaded or provided to The Office Agents and shall continue for the duration of this Agreement. Upon termination or expiration of this Agreement, The Office Agents may continue to use the content for a reasonable period to remove or replace it in its marketing materials.
8.7 Termination of License
The Service Provider may revoke the license granted herein at any time by providing written notice to The Office Agents. Upon receipt of such notice, The Office Agents shall have a reasonable period to cease using the content in new marketing materials and to remove it from its Website but may retain copies of the content for archival purposes.
9.1 Independent Facilitator
The Office Agents acknowledges and agrees that it acts solely as an independent facilitator and intermediary between the Service Provider and potential Clients. The Office Agents is not a party to any agreements, contracts, or arrangements entered into between the Service Provider and Clients introduced through Office Agent’s services.
9.2 No Authority to Bind
The Office Agents does not have the authority to negotiate, finalise, or enter into any agreements on behalf of the Service Provider or the Client. All terms and conditions of agreements, including but not limited to pricing, duration, and other terms, are to be negotiated directly between the Service Provider and the Client.
The Office Agents makes no guarantees, representations, or warranties regarding the outcomes of listing the Service Provider’s office spaces on its Website. The Office Agents does not guarantee that listing office spaces will result in any inquiries, viewings, or agreements from potential Clients. The Service Provider acknowledges and agrees that the outcomes of the listing services are beyond the control of The Office Agents and depend on various factors including market conditions and Client preferences.
10.1 No Guarantee of Client Engagement
The Office Agents does not warrant that any potential Clients introduced to the Service Provider through its services will enter into a licensing agreement to use the office space. The decision to enter into a licensing agreement with a Client is solely at the discretion of the Service Provider and the Client.
10.2 Limitation of Liability
The Office Agents shall not be liable for any losses, damages, or expenses incurred by the Service Provider as a result of the lack of inquiries, viewings, or successful licensing agreements stemming from the listings on The Office Agent’s website.
10.3 No Liability for Disputes
The Office Agents shall not be liable for any disputes, claims, or damages arising out of or related to the licensing agreements entered into between the Service Provider and the Client.
This includes, but is not limited to, disputes related to the terms of the agreement, performance, non-performance, or any other issues arising from the relationship between the Service Provider and the Client.
10.4 No Liability for Failed Negotiations
In the event that the Service Provider and a potential Client fail to enter into a licensing agreement, The Office Agents shall not be liable for any losses, damages, or expenses incurred by either party.
Office Agent’s role is limited to facilitating introductions and communications, and it shall not be held responsible for the outcome of any negotiations.
10.5 Indemnification
The Service Provider agrees to indemnify and hold harmless The Office Agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
11.1 All services provided by The Office Agents under this Agreement are provided “as is” without any implied warranties of merchantability, fitness for a particular purpose, or any other warranties, whether express or implied.
11.2 The Service Provider acknowledges that The Office Agents has not made any promises or guarantees regarding the volume or quality of leads, inquiries, or successful transactions
12.1 The Service Provider represents and warrants that the services provided under this Agreement will be performed with due care, skill, and expertise. They further warrant that they possess the necessary qualifications, licenses, and certifications to offer these services.
12.2 The Service Provider assures that their services will comply with all relevant laws, regulations, and industry standards. They will not engage in any illegal or unethical practices while providing the services.
12.3 The Service Provider warrants that any information provided to The Office Agents for listing purposes (such as office space descriptions, amenities, pricing, and availability) is accurate, complete, and up-to-date.
12.4 The Service Provider represents that they have the legal right to list and promote the office spaces on The Office Agents’ Website. They warrant that there are no conflicting agreements or third-party claims that would prevent them from fulfilling their obligations under this Agreement.
12.5 The Service Provider shall not make any false or misleading statements about the office spaces, their features, or any other relevant details. They will promptly correct any inaccuracies brought to their attention.
12.6 The Service Provider agrees to indemnify and hold harmless The Office Agents from any claims, losses, or liabilities arising out of any breach of these warranties or misrepresentations made by the Service Provider.
THE OFFICE AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF THE OFFICE AGENTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OFFICE AGENT’S TOTAL LIABILITY TO THE SERVICE PROVIDER UNDER THIS AGREEMENT, FOR ANY REASON WHATSOEVER, SHALL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID OR PAYABLE BY THE SERVICE PROVIDER TO THE OFFICE AGENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE OFFICE AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM THE SERVICE PROVIDER’S FAILURE TO SECURE CLIENTS OR FROM ANY ACTIONS TAKEN OR NOT TAKEN BY CLIENTS INTRODUCED BY THE OFFICE AGENT. THE SERVICE PROVIDER AGREES TO ALLOW REGULAR UPDATES AND MAINTENANCE OF LISTINGS AND TO PROVIDE ACCURATE INFORMATION TO THE OFFICE AGENST. THE OFFICE AGENTS SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY INACCURACIES OR INCOMPLETE INFORMATION PROVIDED BY THE SERVICE PROVIDER OR ANY ACTIONS TAKEN BY CLIENTS BASED ON SUCH INFORMATION. THIS SECTION DOES NOT LIMIT THE OFFICE AGENT’S LIABILITY WHERE IT IS PROHIBITED BY LAW, SUCH AS IN CASES OF PERSONAL INJURY, FRAUDULENT CONDUCT, OR GROSS NEGLIGENCE.
THE SERVICE PROVIDER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OFFICE AGENTS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING REASONABLE LEGAL FEES, ARISING OUT OF OR RELATED TO (I) ANY BREACH OF THIS AGREEMENT BY THE SERVICE PROVIDER, (II) ANY VIOLATION OF APPLICABLE LAWS OR REGULATIONS BY THE SERVICE PROVIDER, (III) ANY ALLEGATION THAT THE CONTENT PROVIDED BY THE SERVICE PROVIDER INFRINGES UPON OR VIOLATES THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY THIRD PARTY, AND (IV) ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE PROVIDER’S INTERACTIONS OR TRANSACTIONS WITH CLIENTS INTRODUCED BY THE OFFICE AGENT. THE OFFICE AGENT SHALL PROMPTLY NOTIFY THE SERVICE PROVIDER OF ANY CLAIMS SUBJECT TO INDEMNIFICATION HEREUNDER AND SHALL PROVIDE THE SERVICE PROVIDER WITH REASONABLE ASSISTANCE, AT THE SERVICE PROVIDER’S EXPENSE, IN DEFENDING SUCH CLAIMS. THE SERVICE PROVIDER SHALL HAVE THE RIGHT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY CLAIM SUBJECT TO INDEMNIFICATION HEREUNDER, PROVIDED THAT THE OFFICE AGENT SHALL HAVE THE RIGHT TO PARTICIPATE IN SUCH DEFENSE AT ITS OWN EXPENSE.
15.1 Initial Term
This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (“Initial Term”), unless terminated earlier in accordance with the provisions of this Agreement.
15.2 Automatic Renewal
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term.
15.3 Termination for Convenience
Either party may terminate this Agreement for any reason by providing at least thirty (30) days’ written notice to the other party.
15.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:
15.5 Effect of Termination
Upon termination or expiration of this Agreement, the Service Provider shall immediately pay any outstanding referral fees due to Office Agent for Clients introduced during the term of this Agreement.
The provisions of this Agreement that by their nature are intended to survive termination or expiration (including but not limited to payment of referral fees, confidentiality, non-circumvention, and indemnification) shall survive and continue in effect.
Upon the termination or expiration of this Agreement for any reason, any provisions of this Agreement that, by their nature, should survive termination or expiration, shall continue to remain in full force and effect. Such provisions may include, but are not limited to, provisions related to confidentiality, indemnification, limitation of liability, intellectual property rights, and any other obligations or rights of the parties that are intended to survive beyond the termination or expiration of this Agreement.
17.1 Negotiation
In the event of any dispute or disagreement arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the matter amicably through good-faith negotiations. Either Party may initiate the negotiation process by providing written notice to the other party outlining the nature of the dispute.
17.2 Mediation
If the dispute cannot be resolved through negotiation within five (5) business days, the Parties agree to submit the dispute to mediation. The mediation shall be conducted in accordance with the rules of a recognised mediation body or the Resolution Institute. The Parties shall jointly appoint a mediator, or if they fail to agree on a mediator within five (5) business days, a mediator shall be appointed by the Resolution Institute. The mediation shall take place at a mutually agreed location within Sydney. The Parties shall participate in the mediation process in good faith and share the costs of the mediation equally.
17.3 Arbitration
If mediation does not result in a resolution within five (5) business days from the commencement of the mediation, or if either Party fails to participate in the mediation, the dispute shall be referred to and finally resolved by arbitration. The arbitration shall be conducted in accordance with the rules of the Resolution Institute, and the seat of arbitration shall be Sydney. The arbitration shall be conducted by a single arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be in writing and may be delivered by email to the following email addresses:
Business:
The Office Agents
Representative: Caroline McSorley
Email: [email protected]
Any notice, request, demand, or communication shall be deemed properly given if it is delivered as specified above or to such other email address as the Party to be notified may subsequently designate by written notice.
If a provision of this Agreement is held to be void, invalid, illegal, or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or other provisions in this Agreement.
20.1 The Service Provider may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights or obligations hereunder, without the prior written consent of The Office Agents. Any attempted assignment, transfer, delegation, or disposal without such consent will be null and void.
20.2 The Office Agents may assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the Service Provider. Such assignment, transfer, delegation, or disposal by The Office Agents will not relieve The Office Agents of its obligations under this Agreement.
The failure of The Office Agents to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the interpretation of this Agreement.
This Agreement constitutes the entire understanding and agreement between The Office Agents and the Service Provider concerning the subject matter herein. It supersedes all prior or contemporaneous agreements, understandings, representations, and discussions, whether oral or written. The parties acknowledge that they have not relied on any representations, warranties, or statements other than those expressly set forth in this agreement. Any modifications or amendments to this agreement must be in writing and signed by both the Parties.
This Agreement and any disputes arising under or in connection with this Agreement, shall be governed by the laws of New South Wales Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in NSW Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.
This Agreement may be executed and delivered electronically and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same Agreement. Each party’s electronic signature, whether by digital means or scanned copy, shall have the same force and effect as an original handwritten signature. The use of electronic signatures is deemed a consensual act, signifying the parties’ intent to be bound by the terms of this Agreement.
Optimized by Seraphinite Accelerator
