General Terms and Conditions
The following definitions and rules of interpretation apply in this License.
Licensor: Collab studio company limited
Common Parts: such roads, paths, entrance halls, corridors, lifts, staircases and other means of access in or upon the Property Unit the use of which is necessary for obtaining access to and egress from the Property Unit as designated from time to time by the Licensor.
Competent Authority: the Licensor’s representative(s), any regulatory body or government department or any of their duly authorised officers.
Extension Period: license period as agreed to be extended by the Licensor in writing, without restriction on the number of times for extension.
Necessary Consents: all planning permissions and all other consents, Licenses, permissions, certificates, authorisations, and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 The Schedule or Annex forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule or Annex.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, a reference to one gender shall include a reference to the other genders.
1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 A working day is any day which is not a Saturday, a Sunday, a public or bank holiday in Hong Kong.
2. License to occupy
2.1 Subject to clause 3 and clause 5, the Licensor permits the Licensee to occupy the Property Unit for the Permitted Use for the License Period or Extension Period during the Designed Hours in common with the Licensor and all other authorised person(s) of the Licensor (so far as is not inconsistent with the rights given to the Licensee to use the Property Unit for the Permitted Use) according to the terms of this Agreement.
2.2 The Licensee acknowledges and undertakes that:
(a) the Licensee shall occupy the Property Unit as a licensee and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this License;
(b) the Licensor retains control, possession and management of the Property Unit and the Licensee has no right to exclude the Licensor from the Property Unit;
(c) the License to occupy granted by this agreement is personal to the Licensee and is not assignable and the rights given in clause 2 may only be exercised by the Licensee and its employees;
(d) without prejudice to its rights under clause 5, the Licensor shall be entitled at any time without giving any prior notice to the Licensee to require the Licensee to transfer to other place during the License Period, and the Licensee shall grant the right to the Licensor to move Licensee’s items and belongings to such other place as designated by the Licensor;
(e) the Licensee shall observe and comply with all rules and obligations;
(f) the Licensee shall pay the License Fee according to this Agreement.
3. License Fee and Security Deposit
The Licensee will pay the License Fee without any deduction as informed by the Licensor on before the event.
The Licensee shall pay to the Licensor the Security Deposit of the License Fee.
4. License Fee and Security Deposit
The Licensee agrees and undertakes:
(a) to keep the Property Unit clean, tidy and clear of rubbish;
(b) to take all necessary steps to ensure the safety of its visitors in the Property Unit in all respects including but not limited the safety of equipment and hygiene;
(c) to be fully responsible for any claims arising out of the Property Unit including but not limited to personal injury and property damage;
(d) to ensure there is an adequate insurance policy covering all aspects of liabilities in relation to the Property Unit including but not limited to third party’s liability insurance, property insurance at such coverage amount as requested by Licensor.
(e) not to use the Property Unit other than for the Permitted Use;
(f) not to make any alteration or addition whatsoever to the Property Unit;
(g) not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Unit or elsewhere in the Property Unit without the prior written consent of the Licensor;
(h) not to do or permit to be done on the Property Unit anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor or any owner or occupier of neighbouring Property Unit;
(i) not to cause or permit to be caused any damage to:
(i) Property Unit or any neighbouring property; or
(ii) any property of the owners or occupiers of the Property or any neighbouring property;
(j) not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;
(k) not to apply for any planning permission in respect of the Property Unit;
(l) not to do anything that will or might constitute a breach of any Necessary Consents affecting the Property Unit or which will or might vitiate in whole or in part any insurance effected by the Licensor in respect of the Property Unit from time to time;
(m) to comply with all applicable laws including but not limited to laws or regulations governing the occupier’s liability and operation of the Permitted Use;
(n) to observe any rules and regulations the Licensor makes from time to time, including the management handbook or guidance or regulation or obligations governing the Licensee's use of the Property Unit including but not limited to no smoking policy and no permission of pets;
(o) to leave the Property Unit in a clean and tidy condition and to remove the Licensee's items, furniture, equipment and goods from the Property Unit at the end of the License Period;
(p) to indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from this License, any breach of the Licensee's undertakings contained in clause 3; and/or the exercise of any rights given in clause 2;
(q) not to do anything on or in relation to the Property Unit that would or might cause the Licensor to be in breach of the tenant's covenants and the conditions contained in the Head Lease;
(r) at all times shall not disclose any terms or dealings or matters in connection with this Agreement to any third parties.
5.1 This Agreement shall automatically end on the last day of the License Period or the Extension Period, unless pre-maturely terminated in according with this Agreement.
5.2 Termination of this Agreement shall not affect the rights of either party in connection with any breach of any obligation under this Agreement which existed at or before the date of termination.
5.3 Clause 4.1(r) regarding the duty of confidentiality and non-closure shall survive for a further period of two (2) years following the expiration or termination of this Agreement.
6.1 Any notice or other communication given under this Agreement shall be in writing and shall be sent by (i) email or (ii) pre-paid postal mail or (iii) by hand, to the relevant party at the address specified in the Recitals as otherwise specified by the relevant party by notice in writing to each other party.
6.2 Any notice or other communication given in accordance with clause 6.1 will be deemed to have been received:
(a) if delivered by email or by hand, immediately; or
(b) if sent by pre-paid postal mail on the third day after posting.
6.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
7. No warranties for use or condition
7.1 The Licensor gives no warranty that the Property Unit possesses the Necessary Consents for the Permitted Use.
7.2 The Licensor gives no warranty that the Property Unit is physically fit for the purposes specified in clause 2.
7.3 The Licensee acknowledges that it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of the Licensor before the date of this License as to any of the matters mentioned in clause 7.1 or clause 7.2.
8. Limitation of Licensor's liability
In no event that the maximum liability for which the Licensor shall be liable shall be greater than 50% of the total License Fee received, and in particular, to the greatest extent as permitted by the laws, the Licensor is not liable for:
(a) the death of, or injury to the Licensee, its employees, customers or invitees to the Property Unit; or
(b) damage to any property of the Licensee or that of the Licensee's employees, customers or other invitees to the Property Unit; or
(c) any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Licensee or the Licensee's employees, customers or other invitees to the Property Unit in the exercise or purported exercise of the rights granted by clause 2.
9.1 Governing Law and Jurisdiction: This Agreement shall be construed in according with the laws of Hong Kong Special Administrative Region (“Hong Kong”). The parties hereto agree to submit to the exclusive jurisdiction of the courts of Hong Kong.
9.2 Entire Agreement: This Agreement shall supersede all understandings, dealings or arrangements, whether oral or in writing, in respect of the Property Unit.
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