Distribution Services Terms and Conditions

  1. General
    1. Background
      1. These terms and conditions (Terms) govern the terms on which you may access and use the Rezdy Platforms and constitutes a binding contract between you (you or your) and Rezdy Pty Limited ACN 153 242 632 (Rezdy, we, us or our).
      2. If you are agreeing to these Terms on behalf of a business entity, you represent to Rezdy that you hold legal authority to bind that entity.
      3. By accessing or otherwise using the Rezdy Platforms, you confirm you have read, understood, and agreed to these Terms.
  2. Types of Users
    1.  General
      1. The way in which you access and use our Distribution Services will depend on whether:
        1. you are a supplier of Activities (a Supplier); or
        2. you are a reseller of the Activities using the Distribution Services or are otherwise interacting with the Distribution Services other than as a Supplier or a Third-Party Integrator (a Reseller).
        3. you are a third-party provider of services for Suppliers or a Reseller who sell inventory on a third-party booking platform that connects to the Distribution Services through an API (Third-Party Integrator)
      2. Under these Terms, Suppliers and Resellers will collectively be referred to as Users.
    2. Suppliers
      1. If you are a Supplier, then you must comply with all of these Terms, except for clause 8.
      2. To the extent that you are a Supplier with a Subscription, then nothing in these Terms limits, excludes or modifies any terms applicable to your Subscription to the Rezdy Software (Subscription Terms).
      3. These Terms prevail to the extent of any inconsistency with the Subscription Terms.
    3. Resellers
      • If you are a Reseller, then you must comply with all of these Terms, except for clause 7.
    4. Third-Party Integrators
      1. If you are a Third-Party Integrator whose customers connect to us through a custom API for the purposes of supplying inventory to Resellers, then you must, and your customers must ensure that your customers comply with all of these Terms, except for clause 8.
      2. If you are a Third-Party Integrator who sells our inventory on a third-party booking platform, then you must comply with all of these Terms, except for clause 7.
  3. Distribution Services
    1. General
      1. During the Term, we agree to grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Distribution Services in accordance with these Terms.
      2. We will use reasonable endeavours to ensure that the Distribution Services is available for reasonable and normal use at least 95% of the time, calculated on a monthly basis.
      3. We will provide each User with reasonable support services with respect to the Distribution Services as we consider reasonably necessary.
    2. User obligations
      • In accessing and using the Distribution Services, you must:
      • (a) prior to receiving payment of any amounts under these Terms, set up a Payment Account;
      • (b) ensure that only you access and use the Distribution Services through your Account details and that your Account details are not shared with any other party;
      • (c) ensure Users and Customers receive clear wording on how your pricing for Activities is calculated and displayed, to the effect that quoted prices are indicative only and may be subject to further fees, with the final price payable subject to vary and not calculable until all information is known at checkout;
      • (d) ensure that your computer system, mobile system, network, internet connectivity and other related systems (Systems) meets or exceeds any minimum requirements published by us for the access and use of the Distribution Services from time to time;
      • (e) keep your Systems secure in accordance with good security practices;
      • (f) promptly report any error, defects or malfunctions in connection with the Distribution Services;
      • (g) only promote and market the Activities in accordance with these Terms;
      • (h)cooperate with us, act reasonably, and follow our reasonable directions;
      • (i) notify us immediately of any dispute you have with a User or Customer in relation to any Activity distributed through the Distribution Services; and
      • (j) comply with:
        1. (i) these Terms;
        2. (ii) our Policies;
        3. (iii) where you agree to use the Automatic Payments, the RezdyPay Terms;
        4. (iv) any reasonable directions issued by us from time to time; and
      • (k) all applicable laws, regulations, and codes of conduct.
  4. User acknowledgements
    1. You acknowledge and agree that:
      1.  you:
        1. use the Distribution Services solely at your own risk; and
        2. are solely responsible for determining if the Distribution Services meets your needs; and
      2. we:
        1. may release modifications, updates or upgrades to the Distribution Services which modify, update or upgrade the Distribution Services in our discretion without your prior consent;
        2. may undertake scheduled or unscheduled maintenance at any time with or without prior notice to you;
        3. do not warrant or guarantee that the Distribution Services will function on any particular Systems or other hardware and devices that you acquire or use;
        4. are not responsible for any representations made or warranties given by third parties in relation to the Distribution Services including any Users;
        5. are not responsible for the provision of the Activities in any way;
        6. are not responsible or liable to you for any unauthorised third party access to Your Data or the Distribution Services generally; and
        7. the Distribution Services or any third party links embedded in the Distribution Services may:
          1. contain errors and not all errors or problems can or will be corrected;
          2. be subject to malfunctions and delays inherent in the use of internet and electronic communications; and
          3. be impaired or prevented by a range of factors beyond our control including without limitation defects in your Systems.
  5. Interactions between Users
    1. Distribution Services
      1. The Distribution Services are designed to facilitate transactions between Users from time to time, including without limitation:
        1. identifying appropriate and relevant Supplier offers for Activities;
        2. managing the booking process between Resellers for Activities offered by the relevant Supplier; and
        3. facilitating and processing electronic bookings between Resellers and Suppliers for Activities including with respect to payment.
      2. You acknowledge and agree that we are not required to facilitate transactions between any particular Users.
    2. Interactions
      1. In using the Distribution Services, you may communicate and interact with other Users and Customers. Notwithstanding any interaction or involvement we may have in assisting you or facilitating any interactions, all dealings between you, other Users and their Customers are solely between you and the relevant User (and their Customers) to our exclusion.
      2. You acknowledge that any interactions you have with other Users or Customers should be considered public interactions. While we intend to keep details of the transactions private, we reserve the right to make any details public at our discretion, including where we are required to do so at law.
      3. We are not responsible for the acts or omissions of any Users and we do not verify, endorse, recommend, approve or guarantee any User, their bona fides, Activities, capabilities, competence, experience, qualifications, financial standing or any information they provide.
      4. You warrant that in dealing with any User you:
        1. do not rely on any information provided by us; and
        2. have made your own independent enquiries and used your own skill and judgment in coming to any agreement or otherwise interacting with another User.
    3. Data
      1. You are solely responsible for the content, accuracy, and completeness of Your Data.
      2. We may record, copy, reproduce, use, store, communicate or adapt Your Data for the purpose of providing the Distribution Services and any related or ancillary services.
      3. We may, without any liability to you, intercept, remove, alter, or prevent access to any of Your Data:
        1. that we reasonably believe is offensive, defamatory, breaches the right of any person, or contravenes these Terms or our Policies;
        2. that we reasonably believe is inaccurate, out-of-date or is incomplete; or
        3. if directed by a regulator, government agency, law enforcement agency or a competent court.
      4. Whilst we regularly undertake backups of the Distribution Services and our data which may include Your Data, we take no responsibility and shall not be liable for any loss of Your Data or for any of Your Data that is lost or becomes unrecoverable.
  6. APIs
    1. This clause 6 only applies where you access the Rezdy System via an API.
      1. During the Term, Rezdy will provide the User with access to a Rezdy API to facilitate the User’s access to the Rezdy System in accordance with these Terms.
      2. During the Term, the User must, at its cost:
        1. implement and maintain a User API to connect their Systems to the Rezdy System through a Rezdy API;
        2. ensure that all information related to the User API is accurate, up-to-date and complete;
        3. ensure that the User API is available for reasonable and normal use at least 99% of the time, calculated on a monthly basis;
        4. determine the inventory available through its User API from time to time;
        5. ensure that your Systems meet or exceed any minimum requirements published by us for the access and use of the User API from time to time and that your Systems are secure;
        6. ensure that booking delivery times to the Rezdy System via the User API and Systems occurs within 1 second;
        7. provide us at least 20 Business Days prior written notice before making any changes to the User API that may affect the exchange of information with the Rezdy System in any manner; and
        8. only use the Rezdy API for the purpose of accessing the Rezdy System and otherwise in accordance with these Terms.
      3. You may not, without Rezdy’s prior written approval, use the Rezdy API for any application that:
        1. aggregates, repurposes, or otherwise makes use of, or discloses data to anyone other than for the purposes of utilising the Rezdy System as contemplated by these Terms;
        2. adversely impacts the stability of the Rezdy System or Rezdy’s or another User’s systems and servers or adversely impacts the behaviour of other applications using the Rezdy API;
        3. damages the Rezdy System or allows malware to affect Rezdy or any other User’s software;
        4. uses any “black-hat” or deceptive or fraudulent methods including, but not limited to malware, adware, hidden text or links, doorway or cloaked pages, blog comment spamming, spyware, or parasiteware techniques;
        5. uses information in an unlawful manner, or in a way that it’s not permitted under these Terms;
        6. deliberately missuses and/or takes advantage of a bug within the Rezdy API;
          stores or caches any Rezdy or User content other than for reasonable periods in order to provide the service connected to the Rezdy System;
        7. circumvents any usage restrictions or content protection measures imposed with respect to User content; or
        8. in any manner or for any purpose violates any law or regulation, or any rights of any person, including but not limited to Intellectual Property Rights, rights of privacy, or rights of personality.
      4. Rezdy has the right to unilaterally revoke access to the Rezdy API where you resort to any of the prohibited uses set out in clause 6(c).
  7. Suppliers
    1. Additional obligations
      Without limiting its other obligations under these Terms, the Supplier must:

      1. complete all required information in its Account including without limitation the Cancellation Terms;
      2. provide all information to Rezdy as reasonably requested by Rezdy from time to time;
      3. undertake all Activities competently with due care, skill and judgement to the best of their knowledge and expertise and in a lawful, diligent and professional manner;
      4. provide a high level of customer service to all Resellers interacting with the Supplier in connection with the Distribution Services and promptly and fully respond to all enquiries from Resellers in connection with the Distribution Services;
      5. promptly notify Rezdy in writing if any Successful Booking is cancelled;
      6. obtain and maintain all licences, permits, authorisations and other approvals required to make available or otherwise provide the Activities;
      7. maintain the necessary insurance policies with a reputable insurer as would be required by a careful and prudent person that offers similar Activities to the Supplier for the duration of these Terms.
    2. Activities
      1. The Supplier must list Activities in connection with the Distribution Services with comprehensive accompanying information that is accurate, up-to-date and sufficient to enable the Reseller to make reasonably informed decisions about the Activities.
      2. The Supplier must promptly respond to and where applicable, confirm, all bookings for Activities.
      3. Subject to clause 7.2(d), the Supplier agrees to offer and sell the Activities subject to clause 7.5.
      4. Where the Supplier offers and sells the Activities using a Voucher, then the Supplier must ensure that, notwithstanding the following, the terms of such Voucher provide that:
        1. it is not cancellable or refundable for a change of mind; and
        2. the Voucher will expire after the specified expiry date.
    3. Rates
      1. The Supplier agrees to offer Activities listed in connection with the Distribution Services to Resellers at the Rates.
      2. The Supplier must notify Rezdy in writing if the Supplier offers any of the Activities to third parties outside of the Rezdy Platforms at rates lower than the Rates.
      3. The Supplier agrees that:
        1. payment of the Rates by the Reseller constitutes full payment for the provision of the Activity to the Reseller and the Reseller is not liable to pay any other amount to the Supplier; and
        2. the Rates are inclusive of all taxes (including GST), duties, commissions, fees, and any other costs payable to or by the Supplier in connection with the Activities.
    4. Payment obligations of the Supplier
      1. The Supplier agrees to pay:
        1. the Commission to the Reseller; and
        2. the Distribution Fees to Rezdy,
          upon confirmation of each Successful Booking using either Automatic Payments or Manual Payments.
      2. If the Supplier elects to use Automatic Payments, Rezdy will distribute:
        1. the Rates;
        2. less the Automatic Commission Fee which Rezdy will pay to the Reseller’s Payment Account; and
        3. less the Automatic Distribution Fee,
          to the Supplier through its Payment Account upon confirmation of each Successful Booking.
      3. If the Supplier elects to use Manual Payments, the Supplier must pay:
        1. the Manual Commission Fee to the Reseller; and
        2. the Manual Distribution Fee to Rezdy,
          within 1 month of confirmation of each Successful Booking.
    5. Cancellations
      1. If a Successful Booking is cancelled in accordance with the Cancellation Terms (Cancelled Booking), then the Supplier must:
        1. promptly notify Rezdy in writing of the Cancelled Booking; and
        2. refund the Rates actually received by the Supplier less any Commission actually paid to the Reseller either by way of a cash refund or a Voucher for the Cancelled Booking within 28 days.
      2. If a Successful Booking is cancelled other than in accordance with the Cancellation Terms, then the Supplier may in its discretion decide whether to offer a refund and the terms of such refund.
      3. The Supplier is responsible for all costs and expenses relating to the provision of refunds including any processing fees.
      4. The parties acknowledge and agree that any Distribution Fees paid or payable to Rezdy are not refundable, including for any Cancelled Bookings.
  8. Resellers
    1. Additional obligations
      Without limiting its other obligations under these Terms, the Reseller must:

      1. only make bookings for Activities from a Supplier through the Distribution Services;
      2. ensure that each Customer agrees to comply with any Supplier Terms in connection with each Activity;
      3. pay for all bookings at the relevant Rates at the time of placing a request for an Activity through the Distribution Services;
      4. provide all information reasonably required by the Supplier or Rezdy, from time to time, to confirm a booking of an Activity;
      5. market and sell all Activities to Customers to the best of their knowledge and expertise and in a lawful, diligent, and professional manner;
      6. promptly notify the Supplier in writing if any Successful Booking is to be cancelled;
      7. obtain and maintain all licences, permits, authorisations and other approvals required to make available or otherwise provide the Activities to Customers, if any;
      8. where necessary, maintain the necessary insurance policies with a reputable insurer as would be required by a careful and prudent person that resells similar Activities to the Reseller for the duration of these Terms; and
      9. not do anything to circumvent provision of the Activities through the Distribution Services.
  9. Fees
    1. General
      1. In consideration of Rezdy providing you with access to the Rezdy Platforms, you agree to pay the Fees at the intervals set out in your Account. You must pay all invoices for the Fees by the due date set out on each invoice.
      2. You must pay the Fees by a recurring credit/debit card payment, direct debit facility or such other electronic payment facility through your Account, or otherwise as agreed in writing by us.
      3. If you fail to make full payment of the Fees on or before the due date, we will be entitled to receive 1% interest on overdue payments each month and we will be entitled to withhold or suspend your access to the Rezdy Platforms until the payment is made.
      4. If we incur any costs in relation to rejected or reversed payment, you are liable to pay these costs together with our reasonable administration charges associated with the rejection or reversal, to us on demand.
    2. Review of Fees
      1. We may establish, remove and/or revise the Fees at any time by providing you with at least 30 days’ prior written notice.
      2. If you have paid for Fees in advance, no changes to the Fees will take effect until the end of the prepaid period.
    3. Tax
      1. Except as expressly stated, all Fees are exclusive of sales, excise, GST or any other similar taxes and surcharges and net of withholding or other similar taxes.
      2. If any amount referred to in clause 9.3(a) has application to any supply made under or in connection with these Terms, we may, in addition to any amount or consideration payable under these Terms, recover that additional amount from you without any deduction or set-off of any other amount.
  10. Term and Termination
    1. Term
      1. These Terms commence on the Commencement Date and continue for the Initial Term and each Renewal Period, until terminated under this clause 9 (Term).
      2. After the Initial Term, these Terms will automatically renew for each Renewal Period unless either party gives the other party at least 30 days’ prior written notice of termination at any time.
    2. Termination
      1. Either party may terminate these Terms for any reason by providing at least 28 days’ prior written notice to the other party.
      2. We may cancel or suspend your Account and access to the Distribution Services at any time if you or your personnel:
        1. breach any provision of these Terms;
        2. are the subject of a complaint that we deem serious; or
        3. suffer an Insolvency Event.
    3. Obligations on Termination
      1. Except where these Terms are terminated under clause 10.2(b)(i), the parties agree that termination of these Terms does not affect all existing Successful Bookings and all existing Successful Bookings will remain binding on the Users until completed in accordance with these Terms.
      2. On termination or expiry of these Terms:
        1. subject to clause 10.3(a), our obligations to provide you with access to the Distribution Services is at an end and all licences granted to you under these Terms are immediately terminated;
        2. you must pay us all outstanding amounts and other amounts owing to us in connection with these Terms up to the date of termination;
        3. provided that you make a written request to us within 14 days of termination or expiry of these Terms and pay us at our then current rates, we will extract and provide you with Your Data;
        4. all legal rights of a party arising from a breach that preceded cancellation or termination survive; and
        5. all clauses under these Terms that are either expressly or by implication intended to survive termination will continue to apply following termination.
  11. Payments and invoicing
    1. General
      1. During the Term, we may review the Fees at any time by providing you with at least 30 days’ written notice prior to the change taking effect, and any increase shall apply to all Fees payable following the date the increase takes effect.
      2. In addition to the Fees, you must reimburse us for any applicable taxes, rate, levy, impost, charges, duty, interest, penalty, fine or other expenses incurred by us that arise from or in connection with your use of the Distribution Services.
      3. All amounts payable by you under these Terms must be paid promptly and free of any restriction or condition, deduction or withholding on account of tax or any other amount (except to the extent it is required by law), whether by means of set-off, counterclaim or otherwise.
      4. If you fail to make full payment of the Fees on or before the due date, we will be entitled to receive 1% interest on overdue payments each month and we will be entitled to withhold or suspend your access to the Distribution Services until the payment is made.
      5. If we incur any costs in relation to rejected or reversed payments in connection with your use of the Distribution Services, you are liable to pay these costs, together with our reasonable administration charges associated with the rejection or reversal, to us on demand.
      6. We may, without limiting any other rights or remedies we hold, set off any amounts owed to us by you under these Terms against any amounts payable by us to you.
  12. Intellectual Property Rights
    1. General
      1. Each party acknowledges that the Background IP is and remains the exclusive property of the other party or, where applicable, the third party licensor from whom the other party derives the right to use them.
      2. The Intellectual Property Rights in the Rezdy Platforms and anything that we create, modify, provide, supply or license to you in connection with the Distribution Services to you are, including any Improvements to the foregoing, and shall remain our property, and we reserve the right to grant a licence to use the Distribution Services to any other party or parties;
      3. You agree that any Intellectual Property Rights in any feedback that you provide us in relation to the Rezdy Platforms vests with us and shall remain our property.
      4. You must not do anything which jeopardises or interferes with our ownership of our Intellectual Property Rights.
      5. Each party must use reasonable endeavours to prevent any infringement of the other party’s Intellectual Property Rights and shall promptly report to the other party any such infringement that comes to its attention.
      6. You grant to us a non-exclusive, irrevocable, perpetual, royalty free licence to use any Intellectual Property Rights in any data or material that you enter into or provide to us in connection with the Distribution Services including Your Data.
    2. Public announcements
      1. During the Term, each User grants Rezdy a royalty-free, non-exclusive, worldwide right to use the User’s name, title, trademark, logo and similar identifying materials for the purpose of marketing and promoting the Rezdy Platforms.
      2. Notwithstanding the licence granted under clause 12.2(a), Rezdy is under no obligation to advertise, market, promote or publicise any User.
      3. A User must not mention Rezdy in any public marketing or similar format without Rezdy’s prior written consent, which may be granted or withheld in its discretion.
  13. Confidentiality
    1. General
      1. Each party agrees to, and shall ensure each of its personnel hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party and only such Confidential Information solely to perform or to exercise its rights under these Terms.
      2. Clause 13(a) does not apply to the extent necessary to enable disclosure required by law or where the Confidential Information has entered the public domain other than as a result of a breach of these Terms.
      3. Neither party may mention the other party or any information concerning these Terms in any public marketing or similar format without the other party’s express written consent, which may be granted or withheld in its discretion.
  14. Data Protection
    1. General
      1. We will only use your Personal Information in accordance with the terms set out in our Policies.
      2. You acknowledge that we may record any phone calls that we or our personnel have with you or your employees, officers or consultants for coaching and verification purposes. By accepting these Terms, you agree to us recording such phone calls.
      3. To the extent applicable to your use of the Rezdy Platforms, you must:
        1. comply with the Data Protection Legislation (regardless of whether or not the party is otherwise obliged to comply with the Data Protection Legislation) ;
        2. obtain any necessary consents from, and make any necessary disclosures to, all relevant persons for the purpose of disclosing their Personal Information to us in connection with these Terms and only use such Personal Information for the sole purpose of complying with these Terms; and
        3. provide all assistance requested by Rezdy to assist with its compliance with the Data Protection Legislation, or any investigation, request, or enquiry (formal or otherwise) regarding these Terms.
  15. Acceptable Use
    1. Each User must, and must ensure their personnel, lawfully and ethically use the Rezdy Platforms and their hosting infrastructure for the benefit of all Users. Without limiting the generality of this or any other obligations under these Terms, you must:
      1. only use the Rezdy Platforms in good faith and for its intended purpose, including:
        1. only posting Activities in connection with the Distribution Services that you have a genuine expectation of being able to provide in a reasonable time period;
        2. only connecting to the Rezdy System using the Rezdy APIs with a genuine expectation of engaging with the Rezdy System in accordance with these Terms;
        3. not seeking commercially sensitive information without a genuine requirement for that information;
        4. only offering to provide Activities in connection with the Distribution Services where you have the capability, skills, capacity, knowledge and expertise to provide these in accordance with these Terms; and
        5. not engaging in any unethical behaviour;
      2. use the Rezdy Platforms in compliance with all applicable laws, regulations and codes of conduct;
      3. comply with any third party’s Intellectual Property Rights;
      4. comply with any instruction from us to delete or remove any material that we believe breaches these Terms or is the result of our lawful instruction to remove content;
      5. not amend or delete any copyright or proprietary notice from any materials downloaded from the Rezdy Platforms;
      6. not do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with the delivery of the Rezdy Platforms;
      7. not sell, assign, lease, distribute or otherwise commercially exploit or make the Rezdy Platforms available to any third party, other than persons covered by these Terms;
      8. not copy, alter, modify, decompile, disassemble, reverse engineer, sub-license or change anything that underpins the Rezdy Platforms;
      9. not build a competitive product or service, or use similar ideas, features, functions or graphics of the Rezdy Platforms, except in each case such use for your internal purpose;
      10. not load or publish any material that:
        1. contains any virus, trojan horse, worm or other programs that have an adverse effect on the Rezdy Platforms, the hosting infrastructure or the internet;
        2. threatens the integrity and security of the Rezdy Platforms, the hosting infrastructure, the internet, or other users of the Distribution Services and their systems;
        3. is threatening, abusive, offensive, endangers any person, unlawfully discriminatory or immoral;
        4. contains any information that breaches any code of conduct, whether voluntary or otherwise, including any advertising code of conduct, or industry standard;
        5. is false, misleading or deceptive or is likely to mislead or deceive; or
        6. breaches any third party’s Intellectual Property Rights or discloses a third party’s confidential information without their consent; and
      11. not authorise, aid, abet, encourage, or incite any person to do any of the above acts.
  16. Limited warranty and exclusion of liability
    1. Disclaimer
      1. Rezdy, its officers, agents, employees and other personnel:
        1. make no representations, express or implied, as to the accuracy of the information and data contained on the Rezdy Platforms and all information is made available on an “as is” basis;
        2. takes no responsibility for any representation made by any Supplier or any Reseller in connection with the Rezdy Platforms; and
        3. makes no representations as to the availability of the Rezdy Platforms and you acknowledge that the Rezdy Platforms may need to go offline from time to time for routine and non-routine maintenance.
      2. You agree and acknowledge that:
        1. you are solely responsible for ensuring the information presented in the Rezdy Platforms, including but not limited to Activity descriptions, pricing, User information and availability, is displayed in an accurate and up to date manner at all times;
        2. you are solely responsible for providing clear information on how your pricing for Activities is calculated and displayed, and responsible for any disputes or Claims brought in relation to Activity pricing;
        3. you are solely responsible for the connection, security and integrity of the User APIs;
        4. you are solely responsible, as against Rezdy, for any opinions, recommendations, forecasts or other conclusions you make or actions you take, based in whole or in part on the results obtain from the use of the Rezdy Platforms;
        5. we are not responsible for any third party websites, applications, resources, products or services included in or connected with the Rezdy Platforms;
        6. if you access such websites, applications, resources, products or services, you do so at your own risk; and
        7. we make no representations or warranties regarding those third party websites, applications, resources, products or services.
    2. Limitation of Liability
      As far as the law permits and unless otherwise specified in these Terms:

      1. our liability for any injury, loss damage, cost or expense relating to or arising from these Terms or the use of the Rezdy Platforms, is excluded;
      2. our liability for any Claims for misleading conduct in connection with the Rezdy Platforms, is excluded;
        you shall be solely responsible, as against Rezdy, for any opinions, recommendations, forecasts or other conclusions you make or actions you take, based (wholly or in part) on the results obtained from the use of the Rezdy Platforms;
      3. Rezdy shall have no liability for any damage caused by errors or omissions in any information provided on the Rezdy Platforms by any other User;
      4. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms;
      5. we do not warrant or represent that the Rezdy Platforms will operate continuously, free from faults, errors or interruptions;
      6. we shall have no liability for any delay or failure in performance resulting from causes beyond our reasonable control;
      7. we expressly disclaim all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy, or non-infringement; and
      8. any content and material downloaded or otherwise obtained through the use of the Distribution Services is done at your sole risk and you will be solely responsible for any damage to your Systems or loss of data that results from the download of any such content or material.
    3. Maximum liability
      Subject to clause 16.4, our total liability arising under or in connection with these Terms is limited to the total Fees paid or payable to us in the 12 months preceding the date of the claim.
    4. Consequential loss
      To the extent permitted by law, neither party nor any of its personnel shall be liable to the other party for any Consequential Loss.
    5. Mitigation
      Each party must mitigate any loss it suffers because of a breach of these Terms by the other party, or any warranty or indemnity provided under these Terms.
    6. Australian Consumer Law
      1. The Australian Consumer Law sets out certain consumer rights and remedies that cannot be excluded, restricted, or modified. Nothing in these Terms limits those rights and remedies in any way.
      2. In the event the Australian Consumer Law applies:
        1. For major failures with the Distribution Services or any other services that we supply, you will be entitled to:
          1. cancel these Terms; and
          2. to a refund for the unused portion of the relevant services, or to compensation for their reduced value.
        2. If a failure with our goods or services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel these Terms for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or services.
  17. Indemnity
    1. General
      1. You indemnify us, our officers, employees, agents, and other personnel against all Claims suffered or incurred by any of us in connection with:
        1. any claim that Your Data, its use, storage, reproduction or communication, infringes another person’s rights or otherwise breaches any law;
        2. any third party claim brought against us as a result of any content posted by you in connection with the Distribution Services, our use of Your Data as permitted by these Terms or our connection with your User API; and
        3. any unauthorised use of your Account.
      2. You warrant that you own, or hold any necessary licence of, all Intellectual Property Rights in Your Data and in receiving Your Data we will not infringe, violate, or otherwise conflict with any intellectual property rights owned by a third-party.
      3. You indemnify us from and against any liability arising out of any claim by a third-party that Your Data, Systems or other acts or omissions in connection with these Terms violates or infringes any Intellectual Property Rights owned by a third-party.
  18. Force Majeure
    1. General
      1. Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to these Terms if such delay is due to a Force Majeure Event.
      2. If a Force Majeure Event continues for a period of 60 consecutive days, then either party may terminate the Services affected by the Force Majeure Event by providing written notice to the other party.
  19. Notices
    1. General
      1. A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail, or sent by email to that person’s address or as the person notifies the sender.
      2. A notice, consent or communication is given and received:
        1. if it is hand delivered, on the day it is given;
        2. if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and
        3. if it is sent by email, that day, if the time of departure from the sender’s mail server is before 5.00pm on a Business Day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient’s mail server (other than an ‘out of office’ message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.
      3. Notices may be sent to us at:
        1. [insert relevant email]; or
        2. [insert relevant address].
      4. We will send notices to you using the latest email address provided by you in your Account or that we otherwise have on record for you.
      5. Notwithstanding the above, we may also provide notices to you via the messaging function in the Account tab, in which case such communication is given and received the day it is posted if the time of notification is before 5:00pm on a Business Day, or the next Business Day in any other case.
  20. General
    1. Assignment and subcontracting
      1. You must not assign, novate, subcontract, or otherwise deal with, in whole or in part, any of your rights and obligations under these Terms without the prior written consent of Rezdy.
      2. Rezdy may assign or novate, in whole or in part, any of its rights and obligations under or in respect of these Terms without your consent. You must execute any document reasonably required by Rezdy to give effect to this clause.
    2. Miscellaneous
      1. Where a variation to these Terms would:
        1. would have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect. If you do not agree to the variation, you may terminate these Terms without penalty by providing us with written notice prior to the date that the variation will take effect. We will give you an additional notice 3 days before the expiration of that period; or
        2. not have a material adverse effect on you, we may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect.
      2. The laws of New South Wales govern these Terms and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.
      3. Nothing in these Terms shall create, or be deemed to create, a partnership, agency relationship or employment relationship between you and Rezdy.
      4. These Terms supersede all previous agreements about its subject matter. These Terms embody the entire agreement between the parties.
      5. Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by the parties.
      6. A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.
      7. A right under these Terms may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.
      8. Each party bears its own costs in relation to the preparation of these Terms.
  21. Defined terms & interpretation
    1. Definitions
      • In these Terms:
        • Account means your online account portal with Rezdy in connection with the Distribution Services.
        • Activities means tours, commercialised experiences, entertainment transportation, tickets or other activities provided by the Supplier from time to time and Activity has a corresponding meaning.
        • API means an application programming interface.
        • Australian Consumer Law means the Australian Consumer Law set out in schedule 2 of the Competition and Consumer Act 2010 (Cth).
        • Automatic Commission Fee means the automatic commission fee set out set out in your Account and amended in accordance with these Terms.
        • Automatic Distribution Fees means the automatic distribution fee set out set out in your Account and amended in accordance with these Terms.
        • Automatic Payments means the use of RezdyPay, an integrated payment solution operated by Rezdy, to process payments arising from or in connection with the Distribution Services.
        • Background IP means any Intellectual Property Rights owned by a party as at the Commencement Date or which are created or derived independently of these Terms by that party after the Commencement Date.
        • Business Days means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.
        • Cancellation Terms means the cancellation terms elected by the Supplier in its Account to enable the cancellation of Successful Bookings.
        • Cancelled Booking has the meaning given to that term in clause 7.5(a).
        • Claims means all losses, liabilities, demands, claims, costs and expenses of any kind.
        • Commencement Date means the date that you accept these Terms or otherwise commence using the Distribution Services.
        • Commission means the Automatic Commission Fee or the Manual Commission Fee, as the case may be.
        • Confidential Information means any information relating to the business and affairs of a party, its clients, employees, sub-suppliers or other persons doing business with a party, these Terms including without limitation in respect of the Rezdy Platforms, the Intellectual Property Rights of a party or which is by its nature confidential or designated as confidential by a party or which the other party knows or ought to know is confidential, and includes all trade secrets, knowhow, marketing, financial and customer information, forecasts, and strategies and any other commercially valuable information of a party.
        • Consequential Loss means any consequential, indirect, incidental, or special loss or damage including without limitation loss of revenue, loss of profit, loss of goodwill and loss of opportunity.
        • Customer means a person or entity that purchases or offers to purchase the Activities from the Reseller.
        • Data Protection Legislation means:
          • (a) the Privacy Act 1988 (Cth) (Privacy Act) and any ancillary rules, guidelines, directions, orders, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
          • (b) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and
          • (c) all other laws, regulations, registered privacy codes, privacy policies and contractual terms applied in the jurisdiction where the Platform is being licenced that are relevant to the processing of personal information.
        • Distribution Fee means the Automatic Distribution Fee or the Manual Distribution Fee, as the case may be.
        • Distribution Services means the distribution services, marketplace and all intellectual property created for or used in the business of Rezdy or Users in fulfilling their obligations under these Terms, that is made available to Users on Rezdy’s Website.
        • Fees means any fees payable by you in connection with your access to the Rezdy Platforms as set out in your Account and varied in accordance with these Terms from time to time.
        • Force Majeure Event means a matter beyond the reasonable control of the other party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption, but cannot apply with respect to the payment of money due under these Terms.
        • GST has the meaning set out in A New Tax System (Goods and Services Tax) 1999 (Cth).
        • Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, improvement or other technical advance to a technology, material, document, software, or substance in whatever form.
        • Initial Term means:
          • (a) the initial term set out in your Account; or
          • (b) if no initial term is set out in your Account, the period of one year.
        • Insolvency Event means any of the following events concerning a party:
          • (a) if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
          • (b) if the party is unable to pay its debts when they become due and payable;
          • (c) if the party ceases to carry on business; or
          • (d) if any event happens in Australia or any other country or territory in respect of a party that is like any of the listed events referred to in this definition.
        • Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, designs, patents, trademarks, service marks, know how, confidential information, trade secrets, data and databases, systems, and domain names.
        • Manual Commission Fee means the manual commission fee set out in your Account and amended in accordance with these Terms.
        • Manual Distribution Fee means the manual distribution fee set out in your Account and amended in accordance with these Terms.
        • Manual Payments means the use of a method to process payments arising from or in connection with the Distribution Services that is not Automatic Payments.
        • Payment Account means a payment account for a User set up through their Account.
        • Personal Information has the meaning given to that term in the Privacy Act.
        • Policies means the policies and procedures maintained by Rezdy in connection with the Rezdy Platforms as published on Rezdy’s Website from time to time.
        • Rates means the rates for the Activities set out in your Account from time to time.
        • Renewal Period means consecutive one year periods.
        • Reseller has the meaning given to that term in clause 2.1(a)(ii).
        • Rezdy API means all API connections created and owned by Rezdy that allow connections between the Rezdy System and the Systems of a User.
        • Rezdy Platforms means the Distribution Services, Rezdy Software, Rezdy System and Rezdy API.
        • Rezdy Software means tour and activity online booking software provided by Rezdy under the Subscription Terms.
        • Rezdy System means the Rezdy Software created by Rezdy comprising inventory management software, customer relationship management software, sales and distribution software, the Distribution Services, Rezdy’s Website, help resources, user interfaces, user manuals and documentation, Intellectual Property Rights, object code and any related technology systems or other Intellectual Property Rights as updated from time to time.
        • Rezdy’s Website means Rezdy’s website located at https://rezdy.com/ as amended from time to time.
        • RezdyPay Terms means the terms and conditions imposed by Rezdy with respect to Automatic Payments, as amended from time to time.
        • Subscription means the license of the Rezdy Software and services in accordance with Subscription Terms for the purpose of managing inventory, managing customer databases; and processing electronic bookings by customers.
        • Subscription Terms has the meaning given to that term in clause 2.2(b).
        • Successful Booking means a booking for an Activity placed through the Distribution Services or Reseller Website by a Reseller that is accepted by a Supplier.
        • Supplier has the meaning given to that term in clause 2.1(a)(i).
        • Supplier Terms means the terms and conditions related to each Activity as set by the Supplier from time to time.
        • Systems has the meaning given to that term in clause 3.2(d).
        • Term has the meaning given to that term in clause 10.1(a).
        • Terms has the meaning given to the term in clause 1.1(a).
        • User API means:
          • (a) for a Supplier:
            • (i) who holds a Subscription, the API which is provided by Rezdy to the Supplier as part of a Subscription; or
            • (ii) who does not hold a Subscription, an API which allows the Supplier to connect their Systems to the Rezdy System; and
          • (b) for a Reseller, an API which allows the Reseller to connect their Systems to the Rezdy System.
          • (c) Users has the meaning given to that term in clause 2.1(b).
        • Voucher means a voucher for the provision of an Activity on a non-specified date or time that is not able to be cancelled or refunded for a change of mind or after the specified expiry date.
        • Your Data includes:
          • (a) information, records, documents, images or data of any kind entered into the Distribution Services by you or your employees, officers or consultants or otherwise provided to another User;
          • (b) any information, records, documents, images or data of any kind provided by you to us in connection with the Distribution Services; and
          • (c) your trade names, trade marks, service marks, logos, designs, brochures and marketing materials that you provide to us or otherwise upload to the Distribution Services.
    2. Interpretation
      In these Terms:

      1. a reference to a party to these Terms or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
      2. a reference to a document or agreement (including a reference to these Terms) is to that document or agreement as amended, supplemented, varied or replaced;
      3. a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;
      4. a reference to ‘$’ or ‘dollar’ is to Australian currency;
      5. if a word or phrase is defined, its other grammatical forms have a corresponding meaning; and
      6. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, or ‘for example’ (or similar phrases) do not limit what else might be included.

 

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