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A commercial lease typically starts with optimism. Keys change hands, the relationship feels solid, and everyone's aligned on the arrangement. Then months or years pass, and questions emerge. Maybe there's confusion about how outgoings are calculated. Perhaps the make-good clause means different things to landlord and tenant. Or the rent review formula doesn't work the way anyone expected.
These situations aren't unusual but most could have been addressed through clearer documentation from the start.
This guide walks through the commercial lease terms that matter most for preventing misunderstandings. We'll look at outgoings, make-good obligations, fitout arrangements, rent reviews and permitted use provisions. The goal is creating clarity that serves both parties throughout the lease term.
Invest time in ensuring lease documentation accurately reflects the commercial arrangements you've negotiated. Work with landlords and tenants to clarify outgoings calculations, make-good expectations, and fitout ownership before the lease is executed. Ensure rent review mechanisms are tested for workability and permitted use descriptions balance protection with flexibility. The clearer your documentation, the fewer disputes you'll manage during the lease term, preserving commercial relationships and reducing time spent resolving avoidable conflicts.
Most commercial leases begin with goodwill. Landlord and tenant have reached understanding, terms seem reasonable, everyone's focused on starting the tenancy. The relationship feels solid.
However, when the lease itself doesn't properly reflect that understanding, or leaves key terms vague or incomplete, even strong relationships can deteriorate when questions arise.
Vague lease documentation creates cascading problems. Both parties think they're aligned because the relationship is good, but they've actually understood different things from the same ambiguous clause.
When circumstances change, e.g. market conditions shift, business needs evolve, unexpected costs arise, unclear terms leave room for reasonable people to reach completely different conclusions about what the lease requires.
What starts as a question about outgoings or fitout can escalate into a dispute that fundamentally changes the landlord-tenant relationship, making the remaining lease term difficult for everyone involved.
Fixing documentation problems after disputes emerge is significantly more expensive and time-consuming than addressing terms clearly at the outset.
A well-drafted commercial lease serves two functions. It provides legal protection when circumstances require it - clear terms that can be relied upon if disagreement arises or enforcement becomes necessary.
More importantly for day-to-day operations, a clear lease creates practical certainty. When both parties can refer to specific, unambiguous provisions about their obligations, the lease becomes a useful reference rather than a source of confusion.
This is what I mean when I say a lease is a commercial deal first and a legal document second. The best leases reflect the actual agreement clearly and practically, reducing room for disagreement throughout the tenancy.
Let's work through the specific lease terms that make the biggest difference.
Outgoings generate more lease disputes than any other provision I encounter. Two reasons explain this: the costs themselves can be substantial, and the mechanisms for calculating, apportioning and recovering them are often poorly documented.
Scope of recoverable outgoings. The lease should specifically identify which costs the tenant contributes to. This typically includes council rates, water rates, land tax in some circumstances, building insurance, common area maintenance, property management fees and statutory charges.
Equally important is documenting what's excluded. Capital improvements and upgrades, landlord legal costs unrelated to the tenancy, structural repairs and maintenance, and remediation of pre-existing issues generally shouldn't pass through to tenants as outgoings.
Calculation and apportionment method. How will the tenant's share be determined? For single-occupancy properties, this may be straightforward—the tenant pays 100% of applicable costs. For multi-tenancy properties, specify the apportionment formula: is it based on floor area, a fixed percentage, or another method?
Reconciliation process and timing. Most leases provide for tenants to pay estimated outgoings monthly, with annual reconciliation once actual costs are known. Your lease should specify when reconciliations occur, how much notice the tenant receives, what supporting documentation will be provided, and the timeframe for payment of any shortfall or refund of surplus.
Cap or limit provisions. Some leases include caps on certain outgoings—for example, limiting annual increases in property management fees or excluding specific categories above a threshold. If such arrangements apply, they need clear documentation.
Transparency and supporting documentation. Consider including a schedule showing estimated annual outgoings when the lease is signed. This helps tenants understand their likely exposure and makes budgeting more predictable. During the tenancy, specify what documentation the landlord will provide to support outgoings charges.
Would you like to discuss how outgoings provisions should work for your specific property or tenancy?
The end of a lease is when make-good obligations come into focus—and when poorly drafted or ambiguous clauses create significant problems. I've seen countless disputes arise because the lease said the tenant must return the premises "in good condition" without defining what that actually means.
Specific condition requirements. Rather than generic language about "good condition" or "original state," detail exactly what's required. Does make-good include repainting? What about carpet replacement? Must damaged fixtures be repaired or replaced? Are there specific finishes or quality standards that apply?
Treatment of tenant fitout and alterations. Who owns the tenant's fitout at lease end, and more importantly, who's responsible for removing it? If the fitout must be removed, what condition must the premises be returned to? If the landlord is retaining the fitout, does this change the make-good obligations?
Timeframe for completion. The lease should specify how much time the tenant has to complete make-good works. Is it 30 days after lease expiry? Must it be completed before the tenant vacates? Can the tenant remain in possession on a holding-over basis while works are completed?
Process for landlord assessment. How will the landlord assess whether make-good obligations have been satisfied? Is there a formal inspection process? What happens if the landlord identifies deficiencies—does the tenant get an opportunity to rectify, or does the landlord engage contractors and charge costs to the tenant?
Documenting non-standard arrangements. Sometimes parties agree to modified make-good obligations - perhaps an "as is" handback, financial compensation in lieu of physical works, or an agreement that certain alterations will remain. These arrangements are legitimate, but they must be clearly documented in the lease itself.
Photographic condition reports. While not strictly part of the lease, consider attaching a comprehensive photographic condition report showing the premises condition at lease commencement. This provides objective evidence about the baseline condition the tenant is expected to restore.
Questions about tenant fitout, alterations and improvements generate frequent disputes during leases. Who pays for what? What approvals are needed? Who owns the fitout? What compliance obligations apply? When these issues aren't addressed clearly upfront, they create confusion and potential conflict.
Approval requirements. Specify what types of works require landlord consent. Is consent required for all alterations, or only for structural changes? Can the tenant make minor non-structural changes without approval? What's the process for requesting and granting consent?
Landlord's consent framework. Will the landlord's consent be provided at its discretion, or only withheld on reasonable grounds? What factors will the landlord consider when assessing fitout proposals? How quickly must the landlord respond to requests?
Compliance and certification requirements. The tenant typically bears responsibility for ensuring all fitout works comply with relevant building codes, regulations and development approvals. The lease should specify what certifications, approvals or compliance documentation must be provided to the landlord before and after works are completed.
Cost allocation. Who pays for what? This includes not just the fitout works themselves, but also landlord's costs for consultants, engineers or lawyers to review proposals, costs for obtaining any required consents or approvals, and costs for making good or reinstating if required at lease end.
Ownership of fitout. Does the fitout remain the tenant's property, or does it become a fixture owned by the landlord? This has implications for make-good obligations, insurance, and what happens at lease end or if the lease is assigned.
Insurance and risk allocation. The lease should address who bears risk if fitout works cause damage to the premises or common areas, and whether additional insurance coverage is required during the fitout period.
Ready to work through the fitout provisions for your commercial lease?
Rent review clauses sometimes seem straightforward when the lease is signed, but prove problematic when the review date arrives. I've seen reviews delayed for months while parties argue about how to interpret review formulas, what "market rent" means, or whether the mechanism can even work mathematically.
Clear and unambiguous review formula. If using fixed percentage increases, state the exact percentage and how it compounds over time. If using CPI increases, specify which CPI index will be used and the reference periods for calculating changes. If using market reviews, define the process for determining market rent.
Mathematical workability. Test the review mechanism before finalizing the lease. Can it actually be calculated? Are all required variables defined or determinable? Does the formula produce a logical outcome in different scenarios?
Timing and notice requirements. When does each review occur—on the anniversary of lease commencement, or on specific dates? What notice must each party provide about the review? Are there deadlines that could result in waiver if missed?
Market review parameters. If reviews are to market rent, define the assumptions that will apply. Should the valuation assume the premises are vacant or tenanted? Are tenant fitout and improvements disregarded? What comparable properties or transactions should be considered?
Dispute resolution mechanism. What happens if the parties can't agree on the reviewed rent? Does the lease provide for expert determination, arbitration, or some other process? How are the costs of dispute resolution allocated?
Minimum and maximum provisions. Does the lease include any floors or caps on rent increases? Some leases provide that rent can increase but not decrease on market reviews, or that increases are capped at a certain percentage regardless of market movements.
Review in context of other terms. Make sure the rent review mechanism works logically with other lease provisions. If outgoings or other costs are separately recovered, the market review should typically disregard those amounts to avoid double-counting.
The permitted use clause defines what business activities the tenant can conduct from the premises. This seems simple, but the clause needs careful consideration to protect both parties' interests while providing appropriate flexibility.
Primary use description. What is the tenant's core business activity that the premises will be used for? This should be specific enough to give certainty, but not so narrow that reasonable variations of the same business type are prohibited.
Breadth and flexibility. Consider the tenant's need for flexibility as their business evolves. A café operator might reasonably want to add catering services or sell retail products. A professional services firm might want to conduct training or consultancy work in addition to their core practice. Can the use description accommodate reasonable variations without requiring lease amendments?
Prohibited uses and activities. Are there specific activities that are not permitted—perhaps due to building restrictions, council conditions, incompatibility with other tenancies, or landlord policy? These should be clearly stated.
Operating hours and intensity. Does the permitted use include any restrictions on operating hours, noise, number of customers, or intensity of use? These may be particularly relevant for mixed-use buildings or where impacts on other tenants or neighbours need to be managed.
Signage and advertising. What signage is the tenant permitted to display? Are there size, location, design or content restrictions? Who approves signage proposals? These questions often connect closely to the permitted use, since signage typically advertises the business conducted from the premises.
Exclusive use provisions. In multi-tenancy properties, has the tenant been granted exclusive rights to conduct certain types of business, preventing the landlord from leasing other spaces for competing uses? If so, the scope of the exclusivity needs precise definition.
Assignment and subletting implications. How does the permitted use affect the tenant's ability to assign the lease or sublet? Can the lease be assigned to any business operating within the permitted use, or does the landlord have additional discretion?
Consider a commercial tenancy where landlord and tenant have a strong working relationship for the first two years. Then the landlord undertakes capital improvements to the building's common areas, say a lobby renovation and lift upgrades. The landlord includes these capital costs in the annual outgoings reconciliation.
The tenant objects, believing capital improvements should be excluded from outgoings. The landlord maintains that the lease requires the tenant to contribute to "all costs associated with the building." Both parties genuinely believe they're right based on their interpretation of the lease language.
This scenario illustrates why specificity matters in outgoings clauses. If the lease had explicitly addressed capital expenditure - either confirming it's recoverable or explicitly excluding it - this disagreement wouldn't arise. Instead, parties end up negotiating or potentially litigating an issue that could have been resolved at the drafting stage.
Similar scenarios play out with make-good obligations. A tenant installs extensive shopfitting and assumes they'll remove it at lease end, planning their budget accordingly. The landlord assumed the shopfitting would remain as part of the premises condition. At lease expiry, completely different expectations collide, creating conflict that affects both the handback process and the commercial relationship.
These aren't situations where either party is being unreasonable. They're simply the natural consequence of documentation that didn't clearly address the specific arrangements the parties intended.
Base rent is the fixed amount you pay for occupying the premises—the core rental component of your lease. Outgoings are additional costs you contribute toward expenses the landlord incurs in operating and maintaining the property, such as council rates, insurance, repairs and common area costs.
This distinction matters because the way each component is calculated, reviewed and recovered is typically different. Base rent usually changes according to scheduled reviews or fixed increases. Outgoings vary based on actual costs incurred and are usually reconciled annually. Understanding both components is essential for accurately budgeting your occupancy costs.
The relationship between base rent and outgoings also affects your market rent reviews—valuers determining market rent need to know which costs are included in rent and which are recovered separately to make accurate comparisons with other properties.
Make-good obligations should be specific enough that both landlord and tenant would reach the same conclusion about what's required if they reviewed the clause independently. Phrases like "good condition" or "original state" sound reasonable but often prove ambiguous in practice.
Better practice is to itemise specific requirements: repainting (including how many coats and what areas), carpet condition or replacement, fixture repairs, removal of tenant installations, and any specific finishes or standards that apply.
If you've negotiated non-standard make-good arrangements - perhaps agreeing the tenant won't need to remove certain fixtures, or that some wearing of finishes is acceptable, or that the landlord will handle reinstatement in exchange for an agreed payment - document these arrangements explicitly in the lease itself. Side letters or verbal agreements about make-good frequently become points of dispute at lease end when memories differ and circumstances have changed.
We can work through what specific make-good provisions make sense for your situation.
The best approach to rent reviews depends on your commercial circumstances and risk appetite, but all review mechanisms should share certain characteristics: they must be unambiguous, mathematically workable and consistent with other lease terms.
Fixed percentage increases provide certainty for both parties—everyone knows exactly what rent will be in future years. CPI-linked reviews allow rent to move with inflation while remaining relatively predictable. Market reviews can be more favourable in softening markets but require clear parameters about how market rent will be determined.
Whatever mechanism you choose, test it before finalising the lease. Can it actually be calculated? Are there any unclear variables? Does it work logically with outgoings and other cost recovery provisions? And critically, does the lease specify what happens if the parties disagree about the reviewed rent?
Let's work through the options together to find a review mechanism that suits your circumstances while avoiding the ambiguity that creates disputes.
Whether tenant fitout becomes the landlord's property depends on both property law principles about fixtures and what the lease specifically provides. Generally, items that are permanently attached to the premises may become fixtures owned by the landlord, while items that remain chattels (loose equipment) stay the tenant's property.
This matters for several practical reasons. First, it affects who insures the fitout - if it's become the landlord's fixture, the landlord's building insurance typically needs to cover it. Second, it impacts make-good obligations - if the fitout has become the landlord's property, can the landlord then require the tenant to remove it? Third, it affects valuation and finance - landlords refinancing their properties need to know what improvements have become part of the building. Fourth, it impacts tax treatment for both parties.
Your lease should clearly address fitout ownership to avoid these complications. Some leases specify that all fitout remains tenant property regardless of how permanently it's attached. Others provide that certain fitout becomes landlord property while other elements remain tenant property. The key is documenting the arrangement you've actually agreed to.
The permitted use should be specific enough to give certainty to both parties, but broad enough to accommodate reasonable evolution of your business without requiring lease amendments every time you adjust your service offering.
Consider whether the permitted use description would allow you to expand into logical adjacencies of your current business model. If you're a café, can you add catering or retail sales? If you're a professional services firm, can you conduct training workshops or consulting in addition to your core services?
Also consider the commercial realities of your sector. If your industry tends toward specialisation in one specific service, a narrow permitted use might be fine. But if your business model includes diverse revenue streams or you anticipate pivoting to meet market demand, you'll want more flexibility in the permitted use description.
The clause also affects your ability to assign the lease if you ever sell your business. Can you assign to any business operating within the permitted use, or does the landlord have additional discretion to approve assignees? A narrowly-drafted permitted use might limit your exit options.
We can review whether the proposed permitted use balances these considerations appropriately for your situation.
When important lease terms are vague, incomplete or ambiguous, several consequences typically follow. Initially, parties operate based on their own interpretation of what the lease requires, which works fine until a question arises where their interpretations diverge.
At that point, both parties genuinely believe they're right because the lease language supports multiple reasonable interpretations. What might have been a straightforward administrative matter - like an outgoings reconciliation or approval of alterations - becomes a negotiation or potential dispute.
Resolving these ambiguities after they've become contentious is invariably more expensive and difficult than addressing them clearly in the initial drafting. Parties often need to obtain legal advice, exchange correspondence, and potentially resort to mediation or litigation to resolve questions that could have been answered clearly in the lease itself.
The relationship between landlord and tenant often suffers as well. A dispute that arises from poor documentation can create ongoing tension and mistrust that affects the rest of the lease term.
This is why investment in proper lease drafting at the outset delivers value throughout the entire tenancy—you're not just creating a legal document, you're establishing a clear framework for the commercial relationship.
A well-drafted commercial lease reflects the commercial deal accurately, addresses the specific arrangements between landlord and tenant clearly, and provides a reliable framework for managing the tenancy through its entire term.
This doesn't mean the lease needs to be excessively long or complicated. It means the terms that matter most for preventing disputes -outgoings, make-good, fitout, rent reviews and permitted use - should be documented with sufficient specificity that both parties would reach the same conclusion about what's required.
Before signing a new lease. This is the optimal time to ensure all terms clearly reflect your commercial understanding. Once the lease is signed, changing terms requires both parties' agreement, which may be difficult to obtain.
During lease negotiations. Don't wait until you receive a final lease document. Addressing key terms during Heads of Agreement or letter of offer stage means you're working through these issues while both parties are still flexible and focused on reaching agreement.
When renewing or extending. Lease renewals and extensions provide an opportunity to clarify terms that proved unclear during the previous lease period. If outgoings or make-good caused confusion in your last lease, address those issues specifically in the renewal documentation.
If you're using template leases for multiple tenancies. Landlords and agents managing multiple properties benefit from having base template leases reviewed to ensure they address common dispute points clearly and reflect current best practice.
Watch for these indicators that your lease documentation may need improvement:
Working with a commercial leasing lawyer means your lease documentation reflects the actual commercial arrangement clearly, addresses the terms most likely to cause disputes specifically, and creates a reliable framework for the tenancy.
This involves understanding the commercial context - what are the parties actually trying to achieve? What are the key areas where clarity matters most for this particular tenancy? What issues commonly arise in similar leases that should be addressed upfront?
It also means translating commercial understandings into precise legal documentation that will hold up if circumstances change or disagreement arises. The lease becomes both a practical reference document for day-to-day operations and a legal framework that can be relied upon if needed.
Ready to work through your commercial lease documentation together? Let's ensure your lease accurately reflects your commercial understanding and provides the clarity needed to avoid disputes throughout the tenancy.
I work with landlords, property managers, tenants and commercial agents across Sydney's Northern Beaches and throughout New South Wales to ensure commercial leases are clear, fair and reflective of the parties' actual commercial arrangements.
Whether you're negotiating a new lease, reviewing lease terms before signing, preparing for a renewal, or dealing with questions about existing lease provisions, getting the documentation right makes a meaningful difference to how the tenancy functions throughout its term.
Email exchanges can create binding contracts if they contain clear agreement on all essential terms. The challenge is that email conversations often reference different versions of proposals, include conditional acceptance, or leave key terms "to be determined." If you're relying on emails as your documentation, make sure one message clearly sets out all essential terms and the other party's response clearly accepts those terms without conditions. Better still, document the agreed terms in a single clear document that both parties sign.
Start by checking your contract to understand what payment terms were agreed and what rights you have. Then send a professional written reminder referencing the specific invoice, due date, and your payment terms. Keep records of all communication. If that doesn't work, send a firmer follow-up outlining next steps. Most payment issues resolve with clear, documented communication before escalation is necessary.
The base filing fee with IP Australia starts around $330 for a single class filed online. Professional fees for trade mark searches, application preparation, and examination response typically range from $1,500 to $3,500 depending on complexity.
Yes, digital products require different refund and access provisions. Physical goods have straightforward return processes—customers send items back. Digital products can't be "returned" once downloaded or accessed. Your terms should address how you handle refunds for digital products, what access limits apply, and what happens if the product is defective. Australian Consumer Law allows some flexibility for digital products, but you need to be clear and fair in how you apply these provisions.
Templates provide a starting point, but they need significant customisation for your specific services. Generic templates often include inappropriate clauses or miss provisions critical for your business model. I work with service providers to develop agreements that are practical, enforceable, and aligned with how they actually work.
Yes, in most cases. Having retention of title terms in your contract creates a security interest under the PPSA, but that interest needs to be registered on the PPSR to be enforceable, particularly if your customer becomes insolvent. The contract creates the right, but registration is what makes it work when you need it. I can help you understand whether your specific contract terms create a registrable security interest and establish a process for registering new supplies.
Templates provide a starting point, but collaboration agreements should be tailored to your specific project and business structures. If significant revenue, intellectual property, or ongoing client relationships are involved, professional guidance helps ensure the agreement addresses your actual commercial arrangement.
Look at how the relationship actually operates, not just what you call it. Genuine contractors control how they complete work, provide their own equipment, work for multiple clients, and bear commercial risk. If you control their working hours, provide equipment and training, integrate them into your business structure, and they work exclusively for you, the relationship may be employment regardless of what the contract says. I can help you assess your specific situation and structure arrangements appropriately.
Templates provide starting points but rarely suit your specific circumstances without modification. Confidentiality agreements need to define precisely what information you're protecting, how it can be used, and how long obligations last. Generic templates often include vague definitions that make enforcement difficult or omit provisions that matter for your particular situation. Having an agreement reviewed before use ensures it actually protects what matters to you.
Templates provide a starting point, but they rarely fit your specific business operations without significant customisation. Working with a commercial lawyer ensures your terms accurately reflect how your business works and are enforceable under Australian law.
Yes, even small businesses benefit from clear website terms. If your site collects any data, processes payments, accepts bookings, or provides information, T&Cs help manage expectations and reduce legal risk. The complexity should match your business, but having no terms leaves you more exposed than having appropriate ones. We can work through what your specific situation requires.
Yes, you can offer incentives like discounts, free products, or competition entries to encourage reviews. The critical requirement is disclosure—the incentive must be disclosed clearly where the review appears. The incentive shouldn't be conditional on leaving a positive review specifically; it should be offered for honest feedback regardless of rating.
A company constitution sets out the basic legal framework for how your company operates - things like share classes, director powers, and meeting procedures. It's a public document lodged with ASIC that anyone can access. A shareholders agreement is a private commercial contract between shareholders addressing the practical aspects of business ownership - governance details, funding commitments, exit strategies, and dispute resolution. The constitution provides the legal structure; the shareholders agreement addresses the commercial realities of working together.
Modifying a template can address some issues, but there's significant risk. Templates don't prompt you to think about your property's characteristics and how those should influence lease terms. You might modify rent and term clauses, but miss how shared systems should affect maintenance provisions, how aging equipment should shape repair obligations, or how unmetered services should influence outgoings. Having a commercial lease lawyer review your modified template can identify these mismatches - but proper drafting that accounts for property characteristics from the start is often more effective.
Strata levies are calculated based on your lot's unit entitlement, which is determined by factors like lot size, value, or use. As a tenant, you'll typically pay the proportionate share of levies that the landlord passes on to you as outgoings under the lease. Your lease should specify whether you pay based on the lot's unit entitlement percentage or a floor area calculation. Always review the strata scheme's levy history to understand what you'll actually be paying beyond base rent.
"Subject to contract" language supports non-binding intent but doesn't guarantee it. Courts look at the document as a whole, including whether all essential terms are agreed, how the parties described their obligations, and how they behaved afterward. For strongest protection, combine this language with explicit statements that the document isn't binding.
Base rent is the fixed amount you pay for occupying the premises - it's the core rental component. Outgoings are additional costs for operating and maintaining the property, such as council rates, insurance, repairs and common area costs. This distinction matters because each component is calculated, reviewed and recovered differently, and understanding both is essential for accurately budgeting occupancy costs.
No, stamp duty in NSW is calculated on the market value of the property regardless of the amount paid. Even gifts attract full stamp duty liability unless specific exemptions apply. This is a common misconception that can result in unexpected costs.
For straightforward arrangements with established templates, documentation can be completed in a few days. More complex deals or those requiring negotiation on risk provisions might take 1-2 weeks. The timeline depends on how quickly both parties can review and approve terms, not just drafting time. If you need to move quickly, focus on getting core terms documented first, with more detailed provisions following shortly after. Let's discuss your specific timeline.
If your contract includes a suspension clause—stating that work can be paused if invoices remain unpaid—then yes, you can stop work. Without this provision in your contract, suspending work might put you in breach of contract yourself. This is why payment terms that specifically address suspension rights are so valuable. Let's discuss whether your current contracts give you this protection.
ASIC business name registration is separate from trade mark registration. You can technically register a business name that's identical to someone else's registered trade mark, but doing so doesn't give you the right to use that name commercially if it infringes the registered trade mark.
Your Privacy Policy specifically addresses how you collect, use, store, and share personal information. It's required under Australian privacy law if you handle personal data. Website Terms of Use govern broader interactions with your site—intellectual property, acceptable use, account terms, and general conditions. Both documents serve different purposes and you need both for a comprehensive legal framework.
Courts can refuse to enforce unfair contract terms, particularly in consumer relationships or where there's significant power imbalance. The goal isn't maximum protection regardless of fairness—it's balanced documentation that protects legitimate interests whilst maintaining reasonable client relationships.
You choose the registration period when you register—anywhere from 1 year to 25 years, or you can register for an indefinite period. For ongoing trading relationships, an indefinite registration makes sense. For single transactions, you might register for a specific period that covers your payment terms plus a buffer. The registration remains effective until it expires or until you discharge it.
The agreement should be detailed enough that if you stopped speaking to your collaborator, the document would still clearly explain your arrangement. Even trusted partners benefit from documented clarity. The agreement protects both parties' interests and typically strengthens rather than undermines good working relationships.
Your business may face claims for unpaid superannuation, annual leave, and other employment entitlements from when the relationship began. The Australian Taxation Office can pursue unpaid PAYG withholding and superannuation guarantee charges, including penalties and interest. Fair Work protections would also apply, meaning you'd need just cause for any termination and would face potential unfair dismissal claims. This is why getting the structure right initially matters—remedying misclassification retrospectively is expensive and complicated.
This depends on how long the information remains commercially sensitive. Technical specifications might need protection for several years as you develop and market products. Transaction-specific information might only need confidentiality until the deal completes or discussions conclude. Financial projections lose relevance as time passes. The duration should match how long disclosure would actually harm your interests, not just impose indefinite obligations that might be difficult to enforce.
Enforceability requires several elements: your terms must be brought to the client's attention before they accept your service, they need to be clearly worded, and they can't be unconscionable or unfair under consumer law.
Free templates provide starting points but rarely fit your specific business model. A template designed for e-commerce won't suit professional services. One created for US businesses won't address Australian law requirements. Templates often include irrelevant clauses while missing provisions you actually need. The better approach is having terms drafted to match how your site actually works.
You can and should remove content that's defamatory, false, or violates your documented moderation policy. The key is having that policy documented and applying it consistently. For potentially defamatory content, consider seeking legal advice before removal as defamation has specific legal meanings.
Yes, shareholders agreements can be implemented at any time, though it's easier when done early. Existing shareholders will need to agree to the terms and sign the agreement - this can be straightforward if everyone recognizes the value, or challenging if some shareholders see proposed terms as disadvantaging them. It's worth implementing even for existing companies, particularly before bringing in new shareholders, planning for exits, or addressing emerging governance issues.
This requires understanding how your property actually functions. Key characteristics to consider: Are building systems shared or separate? What's the age and condition of major equipment? Are utilities separately metered? How do common areas work and who benefits from them? Are there structural, heritage, or compliance constraints? What's the actual current condition? A commercial lease lawyer helps identify which characteristics matter for lease drafting and how provisions should be tailored to your property's operational realities.
You need approval from both. Your lease governs what alterations require landlord consent, but any work affecting common property or potentially breaching by-laws also requires owners corporation approval. Common property includes building structure, shared services, and external elements. In practice, this means most commercial fitouts need dual approval, which takes longer than single-landlord approval processes. Start the approval process early and confirm requirements with both parties before committing to contractors.
Yes, and this is common practice. You can specify that certain provisions - typically confidentiality, exclusivity, good faith negotiation, and cost-sharing arrangements - are immediately binding, while commercial terms remain non-binding until formal contracts are signed. The key is clearly identifying which clauses are binding.
Make-good obligations should be specific enough that both landlord and tenant would reach the same conclusion about what's required. Better practice is to itemise specific requirements: repainting (including how many coats and what areas), carpet condition or replacement, fixture repairs, removal of tenant installations, and any specific finishes or standards that apply. We can work through what specific make-good provisions make sense for your situation.
From a stamp duty perspective, both approaches result in the same liability. However, selling at market value may provide better asset protection and clearer documentation of the transaction terms. The CGT implications are also the same in both scenarios.
Starting work before documentation is finalized creates risk for both parties. If terms haven't been clearly agreed, you might find yourselves disputing what was actually agreed to when it's time to perform or pay. If you genuinely need to start before full documentation is ready, at minimum document the core commercial terms in writing—scope, payment, timing—and clearly state that detailed terms will follow. This at least creates a framework both parties have agreed to.
It depends on your contract. If your terms state that deliverables won't be transferred until payment is received, you have a clear right to withhold them. If your contract is silent on this, the situation becomes less clear—you might be obligated to deliver even if payment hasn't been made. The best approach is having this documented in your terms from the start.
Once you're registered, later applications for confusingly similar marks in your classes will likely face examination objections based on your earlier registration. Your registration date establishes your priority, and later applicants need to work around your registered mark.
This rarely works well. Terms from US or UK websites are written for different legal systems and don't address Australian Consumer Law requirements. They often try to exclude rights that can't be excluded in Australia, or include provisions that aren't enforceable here. It's better to have terms written for Australian law that reflect your actual business practices. We can work together to create terms that properly protect your business within the applicable legal framework.
Yes, and this often makes commercial sense. You might have different agreements for corporate versus individual clients, or different terms for ongoing retainers versus one-off projects. The key is maintaining consistent core protections whilst allowing flexibility for different relationship types.
This is a real concern because defective registrations can be challenged and may not be enforceable. The PPSA requires specific information including correct debtor details (legal name, ABN/ACN), collateral description, and secured party details. If you get these wrong, your registration may be considered seriously misleading and therefore defective. It's worth taking the time to get it right or working with someone who regularly handles PPSR registrations to ensure accuracy.
You can create an agreement at any point, though it's simpler to address expectations before work begins. If documenting an existing collaboration, focus on clarifying the current arrangement, who owns what's been created so far, and what terms will govern the collaboration going forward.
Not automatically. Under Australian copyright law, the person who creates original work owns the copyright unless there's an agreement that IP transfers to someone else. This is why explicit IP clauses are essential—they ensure work you're paying for becomes your business asset rather than remaining the contractor's property. I can help you draft IP provisions that properly transfer ownership and address any background IP the contractor uses.
Intent usually doesn't matter for breach—your confidentiality agreement likely establishes strict obligations regardless of whether breach was deliberate or careless. However, remedies might differ. Accidental disclosure to a single individual might warrant requiring immediate steps to retrieve information and prevent further distribution, while deliberate disclosure to competitors might justify seeking injunctive relief and damages.
Your standard terms are the operational clauses that apply across all your client relationships. They work together with project-specific details to create the complete contract. Think of standard terms as your operational framework.
Website T&Cs govern the relationship between you and users—what they can do on your site, what you're responsible for, payment terms, and dispute resolution. A privacy policy specifically addresses data collection, use, storage, and user rights regarding personal information. Most businesses need both, and they should be consistent with each other.
You're not automatically responsible for every review on third-party platforms. However, if you're actively using these platforms, monitoring them, and responding to reviews, you may need to take reasonable steps about misleading content you become aware of.
The company constitution generally takes precedence as the governing legal document for the company. However, shareholders agreements operate as binding contracts between shareholders personally. If conflicts exist, you'll want to amend one document to align with the other. Well-drafted shareholders agreements include provisions stating that they're subject to and read in conjunction with the constitution to minimize conflict risks.
You get ongoing disputes about whether standard clauses actually apply to your situation. Every maintenance issue becomes an argument about responsibility given your property's specific systems and condition. Cost recovery disputes arise when outgoings provisions don't match how expenses occur. Alteration requests create friction when standard clauses don't address your constraints. Make-good expectations differ when generic terms don't account for actual age and wear. These disputes happen regularly when lease terms don't fit property realities.
If a repair involves common property, the owners corporation is legally responsible for carrying out the work under the Strata Schemes Management Act. However, your lease likely makes your landlord responsible for maintaining the premises. This creates a situation where your landlord has the obligation to you, but must work through the owners corporation to fulfil it. Repairs can take longer as they require committee approval and the owners corporation's selected contractors. Your lease should address rent abatement if common property repairs make your premises unusable.
This creates a dispute that may require court determination. Courts will examine the language used, whether essential terms are complete, evidence of parties' intentions, and how you both behaved after signing. This uncertainty is costly and time-consuming, which is why clear drafting matters.
The best approach depends on your circumstances and risk appetite, but all review mechanisms must be unambiguous, mathematically workable and consistent with other lease terms. Fixed percentage increases provide certainty, CPI-linked reviews move with inflation, and market reviews can be more favourable in softening markets. Let's work through the options together to find a review mechanism that suits your circumstances.
In my experience, these transfers typically take 6-8 weeks from documentation to registration, assuming all parties are ready to proceed and there are no complex title issues. The timeline can extend if we need to resolve taxation or family agreement matters.
The value and complexity of the arrangement should guide the level of documentation, but even simple deals benefit from clear written terms. Most business disputes I handle aren't about complex transactions—they're about straightforward arrangements where terms weren't documented clearly enough. The question isn't whether you need documentation, it's what level of documentation matches the risk and value of your specific deal. We can work through what makes sense for your situation.
The PPSR is a national register where you can record security interests in personal property (including goods you've supplied on credit). If you supply goods and retain ownership until payment, registering on the PPSR gives you priority over other creditors if your client becomes insolvent. Without registration, you might lose your goods to other creditors even though technically you still own them. PPSR protection requires clear contract terms and proper registration before or shortly after delivery.
This depends on how you use your branding. Many businesses register a word mark covering the business name in any presentation, and a device mark covering the specific logo design. Registering both provides comprehensive protection.
Review your documents whenever your business model changes—adding new products, changing refund policies, moving to a new platform, or starting international sales. Also review when Australian Consumer Law or privacy legislation changes. At minimum, do an annual review to ensure your terms still match your operational reality. Terms that don't reflect how you actually operate create legal risk rather than reducing it.
Enforcement options depend on the breach. For payment issues, you might suspend work, charge interest, or commence debt recovery. For scope breaches, your variation provisions create clear documentation about what's actually agreed. Having well-drafted terms makes enforcement considerably more straightforward.
You can register at any time, but your priority position depends on when you register. If you're claiming a PMSI in inventory, you need to register within 15 business days after delivery to get super priority. If you register later, you'll still have a registered interest, but you'll only have priority from the date of registration—meaning anyone who registered before you will rank ahead. For this reason, establishing a process to register promptly after delivery protects each transaction properly.
Collaboration agreements typically align with project timeframes. For ongoing collaborations without a defined end date, consider including an initial term such as 12 months with automatic renewal unless either party provides notice. Include terms for reviewing and updating the agreement periodically as circumstances change.
You can include restraint provisions in your contractor agreement, but they need to be reasonable to be enforceable. Courts balance your legitimate business interests against the contractor's right to earn a living. A well-drafted restraint might prevent a contractor from working for direct competitors in your specific geographic area or market segment for a reasonable period, particularly if they've accessed confidential information or trade secrets. Let's discuss what's reasonable for your specific situation.
Not directly. Confidentiality obligations prevent disclosure of your confidential information, but they don't stop people from changing employers or working in the same industry. If you want to restrict where former employees can work, you need restraint of trade provisions, which are separate from and more complex than confidentiality obligations.
Generally, you can't unilaterally change terms for existing relationships - changes require mutual agreement. New terms typically apply to new work or new engagements.
They should be easily accessible and visible at key user interaction points. Link to your T&Cs in your footer, but also ensure users see and agree to them before submitting forms, creating accounts, making purchases, or booking services. For e-commerce, require checkbox acceptance during checkout. For contact forms, include a statement about agreeing to your terms and privacy policy.
Your policy should be specific enough that someone could apply it consistently. Rather than "we remove unhelpful reviews," say what makes a review unhelpful—for example, reviews containing profanity, reviews from non-customers, spam, defamatory content, or reviews that violate privacy.
For the agreement to be effective, all shareholders should sign. Some agreements allow for new shareholders to be added by having them sign a deed of accession. If a shareholder refuses to sign, the agreement can still bind those who do sign, but it won't restrict the non-signing shareholder's actions. For this reason, shareholders agreements often include provisions making signing a condition of becoming or remaining a shareholder.
Even if the physical property is similar, this creates problems. The property's condition has changed - equipment is older, fixtures show more wear, systems may have been modified. The previous tenant's needs were different, so provisions tailored to that tenancy may not fit. Cost structures have shifted. NSW leasing law evolves. Most importantly, your new tenant's business and operational needs are different - lease terms should account for how they'll actually use the property's characteristics, not how the previous tenant did.
Yes. By-laws are legally binding on all lot owners and occupiers, including tenants. They can restrict operating hours, noise levels, waste management, vehicle access, and even certain business types. Review the current by-laws before signing your lease to confirm your intended use is permitted. Ask about any proposed by-law amendments and whether there's a history of by-law enforcement in the building. Your lease should require the landlord to provide you with current by-laws and any amendments during the lease term.
It depends on the complexity of your transaction and the consequences of getting it wrong. For significant transactions, complex commercial arrangements, or situations where you need certain obligations to be binding, legal guidance ensures your document matches your intentions. The cost of proper drafting is typically far less than the cost of later disputes.
Whether tenant fitout becomes the landlord's property depends on both property law principles about fixtures and what the lease specifically provides. This matters because it affects who insures the fitout, impacts make-good obligations, affects valuation and finance, and impacts tax treatment. Your lease should clearly address fitout ownership to avoid complications.
Yes, you can transfer a percentage interest in property to family members. This approach can help manage stamp duty and CGT liabilities while allowing you to retain some ownership and control. The same legal requirements apply to partial transfers.
How much should I expect to pay for business agreement documentation?
Should I use a debt recovery agency or go straight to legal action?
Can I register a trade mark if I'm planning to use it but haven't started yet?
Do my terms need to be accepted by customers before they can purchase?
Should my service agreement include confidentiality provisions?
What's the difference between a security interest and a PPS lease?
Can one party end the collaboration early and what protection do I have if my collaborator withdraws?
What should I do if a contractor isn't meeting the agreed standards?
Do mutual confidentiality agreements mean we're both equally at risk?
My business model is changing - do I need to update my standard terms?
How often should I update my website T&Cs?
Can I ask customers to remove or edit negative reviews?
How much does a shareholders agreement cost to prepare?
What's the difference between retail and commercial leases under NSW law?
How long does owners corporation approval take for commercial fitout?
How does this apply to retail leases in NSW?
How do I know if the permitted use clause is appropriate for my business?
What happens if my child can't afford the stamp duty on a property transfer?
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