Contract clause
Notices clause: how a formal notice is sent and when it lands
A notices clause sets the rules for formal communications under a contract: what must be in writing, who signs, which addresses count, which delivery methods are allowed, and when each notice is treated as received. It matters most for notices with deadlines attached, such as a breach notice, a renewal opt out or an exercise of an option.
Contract rights often depend on a notice arriving by a date, and the other party has every reason to say it never did. A deemed receipt rule replaces that argument with arithmetic.
Indunil Asanka · Co-founder
4 min read · Published
Sample clause
a commercial cleaning agreement between Sparkwater Facility Care, a fictional cleaning contractor in Darwin, and Banyan Medical Centre, whose practice manager changes regularly and whose email domain moved last year
33. Notices 33.1 A notice under this Agreement must be in writing, in English, signed by an authorised officer of the sender, and sent to the recipient's address in Item 9 of the Details, or a replacement address the recipient has notified. 33.2 A notice may be delivered by hand, by prepaid post within Australia, or by email to the nominated email address with the notice attached as a PDF. 33.3 A notice is taken to be received: By hand: when delivered. By prepaid post: on the third Business Day after posting. By email: when it becomes capable of being retrieved at the nominated address, unless the sender receives an automated message that it was not delivered. 33.4 A notice received after 5.00 pm in the place of receipt, or on a day that is not a Business Day, is taken to be received at 9.00 am on the next Business Day. 33.5 Operational communications, such as rosters and site requests, may be sent by the Sparkwater portal and are not notices.
Sample wording, not legal advice.
Variants
Email allowed with a copy to a named role
Businesses whose people change often, so a single inbox is unreliable, but who still want the speed of email.
A notice may be given by email to the recipient's nominated address, with a copy sent at the same time to the nominated role address in the Details. A notice sent by email is taken to be received at the time it is sent, unless the sender receives a delivery failure message, or unless it is sent after 5.00 pm or on a non Business Day, in which case it is received at 9.00 am on the next Business Day.
Post and hand delivery only
Leases and security documents where a notice triggers serious consequences and the parties want physical evidence of service.
A notice must be delivered by hand or sent by prepaid registered post to the recipient's address in Schedule 1. Email is not a valid method of giving a notice under this Agreement, although a courtesy copy may be sent by email. A notice sent by registered post is taken to be received on the fifth Business Day after posting. A notice delivered by hand is received when it is left at the address.
Portal notices
Software and platform agreements where both parties already work inside a customer portal with an audit log.
Notices under this Agreement may be given by posting them in the Notices area of the Customer Portal. A notice is received when the portal records it as posted, and the portal must send an email alert to the recipient's registered users at the same time. If the portal is unavailable for more than one Business Day, notices must be given by email under clause 33.2 until it is restored.
What to negotiate
Email and deemed receipt
Email is fast and leaves a record, but spam filters and abandoned inboxes create real risk. Recipients want receipt on actual retrieval; senders want receipt on sending. The usual compromise treats email as received when sent unless a delivery failure message comes back, with a business hours cut off, and for serious notices a second copy to a role address.
Keeping addresses current
A notices clause is only as good as the address list. Each party should be obliged to notify changes, with the old address continuing to work until a stated period after the change is notified. Parties sometimes add that a notice sent to the last notified address is effective even if the recipient has moved without saying.
What counts as a notice
If every message is a notice, day to day operations become formal correspondence. If nothing is, a breach notice can be lost in a thread about rosters. Clauses list the communications that must follow the notices procedure, typically breach, termination, renewal, dispute and variation, and exclude ordinary operational messages.
The risk of leaving it out
Without a notices clause each party must prove that a notice actually reached the other, and the general law on when an email or letter is received may not match what the parties assumed. A termination or renewal notice that cannot be proved to have arrived on time may simply be ineffective, with the contract rolling on or the right lost.
Deemed receipt by method
Clauses in Australian commercial contracts typically deem hand delivery received when delivered; ordinary prepaid post received two to three business days after posting within Australia, longer for registered or international post; and email received when sent or when it becomes retrievable at the nominated address, subject to a delivery failure exception. Almost every clause adds a business hours rule, moving anything received after 5.00 pm or on a weekend or public holiday to the next business day, and a clause should say whose local time and whose public holidays apply when the parties are in different states.
What the law says when the contract is silent
For communications under Commonwealth laws, section 14A of the Electronic Transactions Act 1999 says that, unless otherwise agreed, an electronic communication is received when it becomes capable of being retrieved at an electronic address the addressee designated, and it is assumed to be retrievable when it reaches that address. State electronic transactions acts follow the same model. For companies, section 109X of the Corporations Act 2001 allows a document to be served by leaving it at or posting it to the registered office. A notices clause replaces or supplements those defaults with rules the parties chose.
Where it sits in a generated document
Notices sit among the general clauses, and the addresses usually sit in a details table at the front. The document builder has table and key values blocks for that details panel, and a generated agreement numbers its clauses, so the notices clause can point to the item holding each address. Deemed receipt periods are written as content from the description, with no statutory citation, so each period and the business hours cut off need checking.
Documents that carry this clause
Service agreementBeacon Systems supports Harlow Freight’s IT for an initial 24 months from 1 October 2026 at $8,400 a month plus GST, with 40 hours included and $220 an hour beyond them. Twelve numbered clauses cover the services, a four level severity table, client duties, fees with a CPI adjustment, confidentiality, privacy, IP, a liability cap, termination and a three step dispute ladder.
Commercial lease agreement template with outgoings and fit out termsA retail lease is decided by three numbers and two clauses: the rent, the review, the outgoings, the fit out contribution and the make good. This 12 page Victorian lease sets all five out in the open, including the outgoings the landlord is not allowed to recover at all.
Residential lease agreement template for a New South Wales fixed termA residential tenancy is the one agreement where most of the terms are set by statute rather than by the parties, so the useful part of a template is the additional terms and the numbers. This one is a 12 month New South Wales fixed term at $560 a week, with the bond, the entry notice periods and the break fee written out exactly as the Act sets them.
Loan agreement templateA Tasmanian foundry is borrowing $180,000 from a private investment company to buy a used induction furnace. The lender is not a bank, so everything a bank would take for granted has to be written down: what has to happen before the money moves, what is registered over what, and how long the borrower gets to fix a default.Questions people ask
When is an emailed notice received?
Whenever the contract says. Many clauses treat email as received when sent unless a delivery failure message comes back, subject to a business hours cut off. If the contract is silent, electronic transactions law generally treats an email as received when it becomes capable of being retrieved at the address the recipient designated.
Is a notice valid if the recipient never opened the email?
Under a clause deeming receipt on sending or on arrival at the nominated address, usually yes. Deemed receipt clauses exist precisely so the sender does not have to prove the recipient read the message. The recipient's protection is the obligation on both sides to nominate and maintain a working address.
Can notices be sent by text message or through a messaging app?
Only if the clause allows it, and most do not, because messages go to personal devices and are hard to archive. Where parties genuinely run their relationship through a platform, a clause can permit notices in a defined portal or channel with a record of posting and an email alert.
Who should notices be addressed to?
A role as well as a person, since people leave. Clauses often name a position, such as the company secretary or the contracts manager, with a role based email address. For notices that start a dispute or end the contract, a copy to a senior officer or legal contact is commonly required.
Does a notices clause cover court documents?
Generally no. Service of court proceedings is governed by court rules and statutes such as section 109X of the Corporations Act 2001 for companies. Some contracts add an agreed address for service of process, particularly where a foreign party appoints a local agent, but that is a separate provision.
What time zone applies to the 5 pm rule?
The clause should say. The usual choice is the local time at the place of receipt, which protects the recipient. In agreements between parties in Perth and Sydney, a notice sent at 4 pm in Perth arrives after 5 pm in Sydney, so leaving the time zone unstated invites argument.
Put the clause in a finished document
The button opens the document generator with a starting description already filled in. Change it to match your own agreement before you run it.
Create a document with OneCraftRelated clauses
- Termination notice clauseA termination notice clause says how notice must be given for it to count. Sample wording, delivery methods, deemed receipt rules and who is allowed to sign.
- Electronic signature clause: agreeing in the contract how it will be signedAn electronic signature clause records that the parties agree to sign electronically. Australian sample wording plus UK, US and deeds carve out variants.
- Counterparts clause: separate copies, one agreementA counterparts clause lets parties sign separate copies that together form one contract. Sample wording, electronic exchange and effective date variants, deeds.
- Variation clause: the rule for changing the contract laterA variation clause sets how a contract can be changed after signing. Sample written variation wording, plus email and one sided price change variants.
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Written and checked by the OneCraft team. Last checked .