Legal

Licence to Occupy

Industrial / Warehouse Premises – Short-Term Flexible Warehousing – Dry Hire

Prepared for use by OVERFLOW Limited • overflowspace.nz • Palmerston North, Manawatū, New Zealand

Schedule

The following particulars are incorporated into the terms and conditions that follow.

Licensor	[Full legal name of property owner]
Licensor Address	[Registered address]
Licensee	[Full legal name of company / individual]
Licensee Address	[Registered address]
NZBN (Licensee)	[If applicable]
Premises	[Address and description, e.g. "400 sqm enclosed warehouse, Bay 3, 12 Industrial Ave, Palmerston North"]
Premises Area	[X] sqm (approx.)
Permitted Use	[e.g. Warehouse storage / Pallet storage / Equipment staging / Container devanning]
Commencement Date	[DD Month YYYY]
Licence Term	[e.g. 4 weeks / 3 months]
Licence Fee	$[amount] + GST per [week / sqm per week], payable [weekly / fortnightly] in advance
Make Good Deposit	$[amount] (equivalent to 2 weeks' Licence Fee)
Access Hours	[e.g. 24/7 unrestricted / Mon–Fri 06:00–18:00]
Termination Notice	[7 / 14] days' written notice by either party
Facilities Included	[e.g. Power, lighting, loading dock, truck access]
Facilities Excluded	[e.g. Racking, forklifts, labour, WMS]
Special Conditions	[Any additional terms]

Terms and Conditions

1. Grant of Licence

1.1 The Licensor grants the Licensee a non-exclusive licence to occupy and use the Premises for the Permitted Use on a dry-hire basis (the physical shell only, excluding labour, equipment, or operational services).

1.2 This Licence does not create a lease, tenancy, or any interest in land under the Property Law Act 2007 or at common law. The Licensee acknowledges that:

1. the Licensee occupies as a licensee only and does not have exclusive possession;
2. the Licensor retains possession, control, and management of the Premises at all times;
3. the Licensor may access the Premises at any reasonable time, using reasonable endeavours not to disrupt the Licensee's operations;
4. the Licensor may require the Licensee to relocate to comparable alternative premises within the same property on reasonable notice; and
5. the Licensee has no right of renewal, security of tenure, or compensation on termination beyond the express terms of this Licence.

1.3 This Licence is personal to the Licensee and may not be assigned, transferred, or sub-licensed without the prior written consent of the Licensor and OVERFLOW.

1.4 All communications, payments, and administrative matters are managed through OVERFLOW unless otherwise agreed in writing.

2. Term

2.1 This Licence commences on the Commencement Date and continues for the Licence Term, unless terminated earlier under clause 10.

2.2 Extensions are by mutual written agreement through OVERFLOW, subject to availability. Requests should be made at least 5 Business Days before expiry.

2.3 If the Licensee remains in occupation after expiry without a written extension, this Licence continues week-to-week on the same terms, terminable by either party on 7 days' written notice.

3. Fees and Payment

3.1 The Licensee shall pay the Licence Fee (plus GST) in advance on the dates specified in the Schedule, or weekly in advance if none are specified.

3.2 The Licence Fee is all-inclusive. No additional charges apply for rates, building insurance, or standard outgoings unless stated in the Special Conditions.

3.3 All payments shall be made by direct credit to the bank account nominated by OVERFLOW. The Licensee shall not pay the Licensor directly unless OVERFLOW agrees in writing.

3.4 Overdue amounts attract default interest at 1.5% per month (calculated daily) from the due date until paid in full.

3.5 The Licence Fee may be reviewed at any extension. Any new fee takes effect 14 days after written notice.

3.6 OVERFLOW may process Licence Fee payments through a third-party payment or payment-guarantee service (including, without limitation, Afterpay or any successor or alternative service nominated by OVERFLOW from time to time) ("Payment Service") to facilitate guaranteed payment to the Licensor. The Licence Fee specified in the Schedule includes a payment processing fee of 2% (plus GST) to cover the cost of the Payment Service. The Licensee acknowledges and agrees that:

1. the payment processing fee is non-refundable and forms part of the all-inclusive Licence Fee;
2. the Licensee's obligation to pay the Licence Fee in full under this Licence is not affected by any failure, dispute, or interruption of the Payment Service;
3. OVERFLOW may change or replace the Payment Service at any time without the Licensee's consent, provided the Licence Fee is not increased as a result; and
4. neither OVERFLOW nor the Licensor is liable for any act or omission of the Payment Service provider.

4. Make Good Deposit

4.1 The Licensee shall pay the Make Good Deposit to OVERFLOW on or before the Commencement Date. OVERFLOW holds the deposit on trust.

4.2 The deposit may be applied towards unpaid fees, cleaning or reinstatement costs under clause 8, or any other loss from the Licensee's breach.

4.3 The balance (less proper deductions) will be refunded within 14 Business Days after the Licensee has vacated, all fees are paid, and make-good obligations are satisfied.

4.4 If the deposit is insufficient, the Licensee shall pay the shortfall within 14 days of written notice.

5. Use of Premises

5.1 The Licensee shall use the Premises only for the Permitted Use.

5.2 The Licensee shall not store or handle hazardous substances (Hazardous Substances and New Organisms Act 1996) without the Licensor's prior written consent. If consent is given, the Licensee must comply with all applicable regulations and maintain Safety Data Sheets, signage, and spill response equipment.

5.3 The Licensee shall comply with all applicable legislation, regulations, and bylaws, including the Resource Management Act 1991 and the Building Act 2004.

5.4 The Licensee shall not cause nuisance or damage, and shall not make any alterations or affix signage without the Licensor's prior written consent.

6. Access and Security

6.1 Access is limited to the Access Hours in the Schedule. The Licensor will provide reasonable means of access (keys, codes, cards). The Licensee shall not duplicate access devices without written consent.

6.2 The Licensee shall ensure only authorised personnel access the Premises, maintain a list of authorised persons on request, and secure the Premises after use.

7. Health, Safety and Insurance

7.1 Both parties acknowledge their obligations as PCBUs under the Health and Safety at Work Act 2015 (HSWA) and shall consult, cooperate, and coordinate on overlapping duties (section 34, HSWA).

7.2 The Licensor shall maintain the Premises (structures, fixtures, and systems under its control) without risks to health and safety so far as reasonably practicable, and maintain a current Building Warrant of Fitness where required.

7.3 The Licensee shall ensure the safety of its workers and others affected by its operations, maintain compliant equipment, and promptly notify the Licensor and OVERFLOW of any incidents or hazards.

7.4 The Licensor shall maintain building insurance (fire, natural disaster, material damage). The Licensee shall maintain, at its own cost:

1. contents insurance for the Licensee's goods, stock, and equipment;
2. public liability insurance of at least $2,000,000 per event;
3. statutory liability insurance; and
4. MHE / motor vehicle third-party liability (where applicable).

7.5 The Licensee shall provide a Certificate of Currency to OVERFLOW before the Commencement Date and on each renewal.

7.6 The Licensor is not liable for loss of or damage to the Licensee's property, except to the extent caused by the Licensor's negligence or wilful default.

8. Make Good and Maintenance

8.1 The Licensor is responsible for structural repairs and maintenance (roof, walls, foundations, floors, essential services) not attributable to the Licensee's use.

8.2 The Licensee shall keep the Premises clean and tidy and promptly report damage or defects to OVERFLOW.

8.3 On termination or expiry, the Licensee shall:

1. remove all goods, equipment, and personal property;
2. clean the Premises and repair any damage caused (fair wear and tear excepted); and
3. remove any signage or fittings installed by the Licensee.

8.4 Make-good must be completed by 5:00 pm on the last day of the Licence Term (the "Cutoff Date"). Time is of the essence.

8.5 If the Licensee fails to vacate by the Cutoff Date, the Licensee shall pay a holding-over fee of 150% of the daily Licence Fee (+ GST) for each day of continued occupation.

8.6 OVERFLOW and the Licensor will inspect the Premises within 3 Business Days after the Cutoff Date. Deposit deductions will be itemised in writing.

9. Indemnity and Liability

9.1 The Licensee indemnifies the Licensor and OVERFLOW against all claims, losses, and costs (including legal fees on a solicitor–client basis) arising from the Licensee's use of the Premises, breach of this Licence, or the acts or omissions of the Licensee or its personnel.

9.2 Nothing in this Licence limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law (including under the Consumer Guarantees Act 1993 or HSWA).

9.3 The Licensor's total aggregate liability (other than for death or personal injury) is limited to the total Licence Fees paid or payable during the Licence Term.

10. Default and Termination

10.1 Either party may terminate by giving the notice period specified in the Schedule, in writing, with a copy to OVERFLOW.

10.2 The Licensor or OVERFLOW may terminate immediately by written notice if the Licensee:

1. fails to pay any amount within 14 days of the due date;
2. commits a material breach and fails to remedy it within 7 days of written notice;
3. uses the Premises for an illegal purpose or stores prohibited substances without consent;
4. becomes insolvent, enters liquidation, receivership, or voluntary administration;
5. abandons the Premises; or
6. causes a serious, un-remedied health and safety risk.

10.3 On termination, the Licensee shall comply with the make-good obligations in clause 8.

10.4 If the Licensee's property is not removed within 7 days after the Cutoff Date, the Licensor may (on 48 hours' written notice) remove, store, sell, or dispose of it at the Licensee's cost. Sale proceeds are applied first to removal and disposal costs, then to amounts owing. Any surplus is paid to the Licensee.

10.5 Termination does not affect accrued rights or obligations.

11. Force Majeure

11.1 Neither party is liable for failure or delay caused by events beyond its reasonable control (including earthquake, flood, fire, pandemic, or government action). The affected party must notify the other promptly and mitigate where possible.

11.2 If a force majeure event continues for more than 30 days, either party may terminate on 7 days' written notice.

12. Role of OVERFLOW

12.1 OVERFLOW acts as a booking and management platform facilitating this arrangement. OVERFLOW is not a party to the licence of the Premises itself.

12.2 OVERFLOW's role includes matching Licensees with Premises, facilitating execution of this Licence, managing invoicing and fee collection, holding the Make Good Deposit on trust, and coordinating communications.

12.3 OVERFLOW's liability is limited to the commission fees received in connection with this booking.

12.4 OVERFLOW may assign its rights and obligations to a related company or successor on written notice. The OVERFLOW terms of use (at overflowspace.nz) apply to the Licensee's use of the platform.

13. General

13.1 Notices — Any notice must be in writing and may be delivered by hand, prepaid post, or email to the addresses in the Schedule. Notices are deemed received on delivery (hand), 3 Business Days after posting, or on transmission (email, unless a delivery failure is received). Notices to OVERFLOW: hello@overflowspace.nz.

13.2 Privacy — Each party shall comply with the Privacy Act 2020. The Licensee consents to OVERFLOW collecting and using information provided under this Licence for booking administration, invoicing, and communications.

13.3 Confidentiality — The terms of this Licence (including fees) are confidential and shall not be disclosed except as required by law or to professional advisors.

13.4 Disputes — Disputes shall first be negotiated in good faith (14 days). If unresolved, submitted to mediation (NZDRC or agreed mediator, costs shared equally). If mediation fails within 30 days, either party may commence proceedings. Nothing prevents urgent interim relief.

13.5 Entire Agreement — This Licence (including the Schedule and Special Conditions) is the entire agreement and supersedes all prior negotiations or agreements.

13.6 Amendment — Amendments must be in writing and signed by all parties.

13.7 Waiver — No waiver is effective unless in writing. Delay in exercising a right is not a waiver.

13.8 Severability — An invalid provision is severed; remaining provisions continue in force.

13.9 Governing Law — This Licence is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

13.10 Counterparts — This Licence may be executed in counterparts, including by electronic signature under the Contract and Commercial Law Act 2017.

13.11 Fair Trading Act — Nothing in this Licence limits rights under the Fair Trading Act 1986.

13.12 Interpretation — In this Licence: "Business Day" means any day other than Saturday, Sunday, or a Manawatū-Whanganui public holiday; "GST" means goods and services tax under the GST Act 1985; "HSWA" means the Health and Safety at Work Act 2015; "PCBU" has the meaning given in HSWA; "MHE" means materials handling equipment (forklifts, pallet jacks, and similar). References to legislation include amendments and replacements. Headings are for convenience only. Singular includes plural and vice versa.

Execution

This Licence has been executed as an agreement on the date stated below.

For questions about this agreement, contact us at hello@overflowspace.nz or call 027 807 2962.