LYALL BAY WORKHUB Beachside coworking & business address · Wellington

66B Kingsford Smith Street Rongotai, Wellington 6022 021 109 7986 info@lyallbayworkhub.nz www.lyallbayworkhub.nz

Membership Licence Agreement

This Agreement is made on DD/MM/YYYY between John Hussey t/a Lyall Bay WorkHub (the Licensor) and the member named in the Key Details below (the Member).

Key Details

1. The Licence

1.1 The Licensor grants the Member a licence to use the service(s) selected in the Key Details at 66B Kingsford Smith Street, Rongotai, Wellington 6022 (the Premises; when used as a business or personal mailing address, the Licensed Address), on the terms of this Agreement, and only for lawful purposes (the Licensed Use).

1.2 Sections 1–6 and 10–14 apply to every Member. Section 7 applies to workspace memberships. Section 8 applies to the address services (Business Address and Personal NZ Postal Address — the Personal Address). Section 9 applies to the Business Address service.

2. No lease or tenancy

2.1 This Agreement grants a licence only. It does not create a lease, tenancy or any interest in the Premises or the land, and gives the Member no exclusive possession.

3. Term and notice

3.1 The Agreement begins on the start date and runs for the initial term shown in the Key Details (one month, or 12 months for the prepaid option under clause 3.4), then automatically continues month to month.

3.2 Ending the Agreement. Either party may end this Agreement by giving written notice at least 14 days before the end of a monthly billing period; the Agreement then ends at the end of that period. Notice given later takes effect at the end of the following monthly period. Invoicing stays in whole months — the Member pays the full fee for every month up to and including the end date, with no pro-rata refunds. During a prepaid term, either party may end the Agreement at the end of that term by giving written notice at least 14 days before it ends; otherwise the Agreement continues month to month under this clause.

3.3 The parties may agree in writing to change or extend the Agreement. Unless agreed otherwise, all terms keep applying during any extension.

3.4 Prepaid 12-month term. If the Key Details show the 12-months-prepaid billing option: the Member commits to a fixed term of 12 months at the discounted rate, paid in full in advance before the start date (or, for an existing member, before the prepaid term begins); that rate is locked and no fee review applies during the term; and the prepaid fee is non-refundable — no refund or credit is given if the Member ends the Agreement early or the Licensor ends it for the Member’s breach. If the Licensor ends the Agreement during the prepaid term other than for the Member’s breach (for example, the head lease ends or the Premises become unusable), the Licensor will refund the fee for the remaining whole months. At the end of the prepaid term the Agreement continues month to month at the then-current standard rate unless a further prepaid term is agreed. The prepaid discount applies to workspace memberships under Section 7 only. Address services under Section 8 are charged at the standard rate, whether paid monthly or in advance.

3.5 No pause. Memberships and services cannot be paused or placed on hold. This Agreement and its fees continue until the Agreement ends under this Section or Section 10.

4. Identity verification (Know Your Customer)

Applies to every Member.

4.1 The identity checks below are the Licensor’s own onboarding and record-keeping requirements, not a regulated verification service.

4.2 All Members. Before the service begins, every Member must provide a clear copy of a current valid government-issued photo ID (for example a New Zealand driver licence or passport) and confirm it is genuine and current. The Member must either present the original in person or, where the Member cannot attend in person (for example an overseas Personal Address member), complete identity verification remotely by a method the Licensor accepts, such as a certified copy or an electronic identity check.

4.3 Where the Member is a company or other registered entity:

(a) a current director (or, for a non-company entity, an authorised officer) must sign this Agreement personally on behalf of the entity;

(b) that director or officer must also provide a copy of, and present the original of, their own current valid government-issued photo ID under clause 4.2;

(c) the Member must provide its New Zealand Business Number (NZBN), full registered legal name, and current contact details (phone and email); and

(d) the signing director or officer confirms they are authorised to bind the entity and to use the service as set out in this Agreement; and

(e) where the entity, its directors or its owners are based overseas, the Licensor may also require: evidence of incorporation or registration in the home jurisdiction; a certified or notarised copy of the signing director’s ID, or an electronic identity check the Licensor accepts; the names of any ultimate beneficial owners holding 25% or more of the entity; and a live video call with the signing director to complete verification.

4.4 The Member confirms all identity and contact information it provides is true, current and complete, and will tell the Licensor within 10 working days of any change.

4.5 The Licensor may, acting reasonably, ask the Member to re-confirm or re-verify its identity at any time. If a Member does not provide required ID, or the Licensor reasonably believes information is false, incomplete or out of date, the Licensor may suspend or end the service and (for a Business Address) withdraw consent to use the address under clause 9.

5. Fees and payment

Applies to every Member.

5.1 The Member pays the service fee in the Key Details in advance, monthly or as a single 12-month payment for the prepaid option (clause 3.4), to the nominated account using the payment reference. All fees exclude GST. Costs and outgoings are included in the fee unless stated otherwise.

5.2 Late payment. If any amount remains unpaid 30 days after its due date, the Member pays interest on the overdue amount at 25% per annum (calculated daily) from the due date until it is paid, on demand.

5.3 The Licensor may review the fee at the frequency in the Key Details and will give reasonable written notice of any change. A prepaid 12-month rate is locked for that term (clause 3.4).

5.4 Recovery costs. The Member will pay the Licensor’s reasonable costs of recovering overdue amounts or otherwise enforcing this Agreement, including debt-collection and legal costs.

6. Member responsibilities

Applies to every Member.

6.1 The Member will use the service only for the Licensed Use and not for any illegal, fraudulent, misleading, improper or immoral purpose, and will not damage the reputation of the Licensor or the Premises.

6.2 The licence is personal to the Member. The Member must not assign, sub-licence, share or part with it without the Licensor’s written consent, and must not affix signage to the Premises without consent.

6.3 Each party will keep confidential any non-public or commercially sensitive information it learns about the other or other members, and will not use or disclose it except as needed for the service or as required by law.

6.4 Damage to property. The Member is responsible for any loss of or damage to the Premises, or to the Licensor’s fixtures, fittings, furniture, equipment or other property, caused by the Member or by anyone who visits the Premises in connection with the Member (including the Member’s guests, employees, contractors, clients or invitees), fair wear and tear excepted. At the Licensor’s option, the Member will promptly and at its own full cost either repair or replace the affected item, restoring it to at least the same quality, specification and standard as before the damage — or, where the Licensor arranges the repair or replacement, reimburse the Licensor’s full cost of doing so on demand.

6.5 House rules and directions. The Member, and anyone visiting in connection with the Member, will follow the Licensor’s reasonable house rules and directions (including those for health, safety and security), which the Licensor may update from time to time on notice.

6.6 Do not alter the Licensor’s property. The Member must not move, remove, alter, modify, reconfigure, add to or interfere with any of the Licensor’s property, fixtures, fittings, furniture, equipment, devices, or systems and settings (including IT, network, security and access systems) without the Licensor’s prior written consent.

7. Workspace memberships

Applies if your selected service is a Dedicated Desk or any Hot Desk plan (unlimited, 2 days a week, 1 day a week or 1 day a month), or a shared office, private space or custom workspace arrangement.

7.1 Dedicated Desk. Your own permanent desk that you can set up to suit you and leave equipment and monitors on; access to extra storage; and 24/7 access. The desk is yours alone.

7.2 Hot Desk. Use of any free desk in the hot-desk areas on a first-come, first-served basis, with 24/7 access. Clear the desk after use and leave nothing behind, including dishes and rubbish; no equipment or monitors may be left out.

7.3 Hot Desk (2 days/week), Hot Desk (1 day/week) and Hot Desk (1 day/month). As for Hot Desk, but limited to two days per week, one day per week or one day per calendar month, according to the option selected, with no carry-over of unused days.

7.4 Access, keys and CCTV. The Licensor provides one set of keys or a keypad PIN for the access included with the membership. CCTV operates in the shared areas 24/7 for security, in line with the Privacy Act 2020, and the Member consents to this.

7.5 Shared facilities. The Member may make reasonable, shared use of the kitchen, bathroom and shower, break-out areas, public access ways, the soundproof phone booths, the printer and the 4-seat meeting room (advance booking required; use is subject to fair use and any booking limits the Licensor sets, and member bookings take priority over casual non-member hire). Keep these clean (including the kitchen and coffee machine) and do not take any stationery, paper, towels, coffee or other supplies provided off the Premises. Printing is included for reasonable day-to-day business use; bulk or high-volume printing (for example print runs, marketing materials or large documents) is by arrangement, and the Licensor may set limits or charge at cost for excessive use.

7.6 Repairs, maintenance and changes. The Licensor may carry out repairs, maintenance, upgrades, alterations, building works and layout or configuration changes, and may maintain, relocate within the Premises, or temporarily close any part of the Premises. The Licensor may do this with or without notice, and during or outside business hours, and will aim to limit inconvenience where reasonably practicable. To the extent permitted by law, the Licensor is not liable for any inconvenience, disruption, noise, dust, temporary loss of access or other loss arising from this work, and no fee reduction or rebate applies. Hot-desk access is on an as-available basis, and a particular desk is not guaranteed.

7.7 Dogs. Lyall Bay WorkHub is dog-friendly. A Member may bring one well-behaved dog, subject to this clause and the Licensor’s house rules. The Member must keep the dog on a lead or under close control in shared areas, not leave it unattended, clean up after it (including hair and any mess), and ensure it does not bark excessively, behave aggressively, or disturb, frighten or endanger other people or their dogs. The Member is responsible for, and indemnifies the Licensor against, any loss, damage or injury caused by the dog. The Licensor may, acting reasonably, require any dog to be removed from the Premises or withdraw a Member’s dog privileges (for example where a dog is aggressive, disruptive, unclean or the subject of complaints). Dogs are allowed only to the extent permitted under the head lease.

8. Address services

Applies if your selected service includes the Business Address or the Personal NZ Postal Address.

8.1 Business Address use. The Member may use the Licensed Address as its business address — on its website, business cards, invoices and official correspondence, and (where applicable) as its registered office address on the New Zealand Companies Register. The Companies Act 1993 requires a New Zealand company to keep a physical registered office (not a PO Box); the Licensed Address meets this while this Agreement is in force.

8.2 Separate membership for access. The Business Address service is an address and mail service only. It does not include a desk, keys, entry, 24/7 access or use of the facilities. Using the workspace is available under a separate workspace membership (Section 7).

8.3 Mail and parcels. The Licensor receives letter mail and courier parcels addressed to the Member during normal business hours and holds them as a convenience only; it is not the Member’s agent. When an item arrives, the Licensor lets the Member know, and the Member decides what happens to it. The Licensor does not guarantee when that notice is given. The Member is responsible for knowing what it expects and for collecting and acting on its mail promptly, including time-sensitive legal, court or tax documents. The Member may collect items by arrangement during business hours, or arrange its own courier to collect them. The Licensor does not forward Business Address mail or parcels; forwarding for the Personal NZ Postal Address is covered by clause 8.8. There is no charge for receiving or holding items, or for collection. To the extent permitted by law, the Licensor is not liable for any loss arising from mail that is not notified, delayed, missed, lost or not collected in time.

8.4 Limits and correct use. The Licensor is not a freight, courier or storage business; it takes reasonable care of items but is not liable for loss or damage except to the extent caused by its own negligence. The Member must not have hazardous, illegal, perishable, dangerous or unusually high-value items sent to the address, and the Licensor may refuse, return to sender or dispose of items that breach this clause or stay uncollected for more than 30 days. The Member may use the Licensed Address only for the single entity named in this Agreement, in its exact registered legal name — not for any other entity or person, trading name or variation, or related company, without the Licensor’s prior written consent.

8.5 Who may use the address. The standalone Business Address service is available only to individuals and sole traders. A company or other registered entity may use the Licensed Address — including as a registered office, or as a business or correspondence address — only while it also holds a current workspace membership under Section 7. The Licensor does not provide a registered office or business address to a company on a standalone basis.

8.6 Company records. The Member remains responsible for meeting its obligations under the Companies Act 1993. Where the Licensed Address is the Member’s registered office, the Member may keep with the Licensor, in digital form, the records that Act requires to be available at the registered office. The Member emails those records to the Licensor, keeps them complete and current, and sends an update whenever they change. The Licensor will remind the Member once a year. The Licensor holds the records as supplied, does not prepare, check or maintain them, and will make them available for inspection at the Premises as the Act requires.

8.7 Address for service. The Member may use the Licensed Address as its address for service. A document delivered there is handled like any other item under clause 8.3: the Licensor lets the Member know it has arrived, and does not guarantee when. A document left at the Licensed Address may be validly served on the Member whether or not the Member has seen it, so the Member is responsible for checking and acting on what it receives. The Licensor does not sign for, respond to or act on any document, and to the extent permitted by law accepts no liability for a document that is missed, delayed, lost or not actioned in time.

8.8 Personal NZ Postal Address. A Personal NZ Postal Address (Personal Address) is a personal postal and correspondence address for the individual named in this Agreement, for receiving personal mail and parcels. It is not a business address or a registered office. The Member may use it as a postal and correspondence address — for example for share registries, KiwiSaver and investment statements, IRD and other government correspondence, banks, insurers and parcels; acceptance of the address is up to each organisation. The Member must not use it as a residential address or as proof of residential address — for example for electoral enrolment, a driver licence, a company director’s residential address, or anti-money-laundering or other proof-of-residence checks. The Member may use the Personal Address only for the single person named in this Agreement. On the Member’s request the Licensor will open and scan Personal Address mail, or forward it; scanning and forwarding are charged as used (any agreed handling fee plus postage or courier).

8.9 Authority to open and scan mail. This clause applies to both the Business Address and the Personal Address. The Member authorises the Licensor, on the Member’s instruction (which may be a standing instruction), to open the Member’s mail and parcels, scan or photograph the contents, send the scans to the Member by email, and then hold, forward, recycle or securely destroy the item as instructed. The Member is responsible for the instructions it gives, including which items are opened, and confirms it is entitled to have that mail opened and scanned. The Licensor handles and stores identity documents and scanned material under the Privacy Act 2020 and its Privacy Policy.

9. Removing the address and withdrawal of consent

Applies to the Business Address service.

9.1 The Licensor’s consent to the Licensed Address being used as the Member’s registered office or address for service applies only while this Agreement is in force, and is withdrawn automatically on termination or suspension.

9.2 On termination, the Member must immediately stop using the Licensed Address and, within 10 working days, remove it from the Companies Register (registered office and address for service) and from all websites, listings, invoices and records. The Member should update its registered address and redirect its mail before this Agreement ends.

9.3 If the Member does not remove the address under clause 9.2, the Member authorises the Licensor to notify the Registrar of Companies (and any other relevant party) that consent is withdrawn and to take steps to have the address removed.

10. Termination

Applies to every Member.

10.1 Either party may end this Agreement on notice under clause 3.

10.2 The Licensor may end this Agreement immediately if: two or more fee payments are overdue; the Member fails the identity requirements in Section 4 or provides false information; the Member uses the service unlawfully or breaches clause 6 and (for a workspace breach) does not fix it within 10 days of written notice; the Member becomes insolvent or bankrupt; the Premises are destroyed or made unusable; or the Licensor’s own lease of the Premises ends.

10.3 When a workspace membership ends, the Member returns all keys, removes their belongings, and leaves the space clean and in the condition it was in at the start (fair wear and tear excepted). The Licensor may then re-enter and re-let the space.

10.4 When a Business Address or Personal Address service ends, the Member must stop using the address (and, for a Business Address used as a registered office, remove it under Section 9). The Licensor will hold any mail or parcels that arrive for 30 days after the end date and notify the Member to collect them or, at the Member’s request and cost, forward them to an address the Member nominates. Anything not collected or forwarded within those 30 days will be returned to sender or, if it cannot be returned, disposed of.

10.5 Property left behind. Any property the Member leaves at the Premises more than 14 days after this Agreement ends may be treated as abandoned, and the Licensor may remove it, store it at the Member’s cost, or dispose of it.

11. Privacy

11.1 The Licensor collects the Member’s personal information (including identification) to verify identity, provide the service, handle mail and meet legal obligations. It holds this securely, uses it only for those purposes, and manages it under the Privacy Act 2020. The Licensor’s Privacy Policy, available at www.lyallbayworkhub.nz/privacy, explains how it collects, uses, stores and discloses personal information, including identity documents and the contents of any mail it opens or scans.

11.2 The Member may ask to see or correct their information. Identification records are kept while the Member uses the service and for a reasonable period afterwards, then securely destroyed.

12. Liability and indemnity

12.1 To the extent permitted by law, the Licensor’s total liability under this Agreement is limited to the fees paid by the Member in the 3 months before the event giving rise to the liability, and the Licensor is not liable for indirect or consequential loss.

12.2 The Member indemnifies the Licensor against any loss, claim, cost or liability arising from the Member’s use of the service or the Licensed Address, or from the Member’s breach of this Agreement, including any misuse of the address or unlawful activity.

12.3 The Member is responsible for its own property at the Premises and for insuring it. The Licensor is not liable for loss of or damage to the Member’s property, money or equipment, except to the extent caused by the Licensor’s negligence.

12.4 Neither party is liable for any failure or delay caused by events beyond its reasonable control (for example, natural disaster, fire, or loss of power or internet). If such an event prevents use of the Premises for an extended period, either party may end this Agreement on notice.

13. Head lease

13.1 The Member acknowledges that the Licensor leases the Premises from its landlord (the Head Lessor) and that this Agreement is subject to that head lease. If the head lease ends for any reason, this Agreement ends at the same time. If the Member (or anyone visiting in connection with the Member) does something, or fails to do something, that puts the Licensor in breach of the head lease, the Member will cover the Licensor’s resulting loss and any claim made against it.

14. General

14.1 This Agreement is the entire agreement between the parties about the service and replaces any earlier discussions. Any change must be agreed in writing. It takes effect once signed by both parties.

14.2 Notices may be given by email to the addresses in the Key Details. This Agreement is governed by New Zealand law, and the parties submit to the jurisdiction of the New Zealand courts.

Signed as an agreement