Marketplace Agreement

RECITALS:

We, Rezdy Pty Limited (ACN 153 242 632) (Rezdy), provide services, technology and other intellectual property to aggregate tours, tickets, activities, entertainment transportation and/or other goods and/or services (Services) and distribute them to reseller vendors (Resellers), (Distribution Services). This agreement (“Agreement”) binds you or the entity you represent (“Supplier”) if you are a supplier of such Services and you use the Distribution Services. In consideration of the above and the terms, covenants and conditions set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

1. RATES AND RESALE

1.1 Supply

The Supplier agrees to and must supply its Services inventory to Rezdy for distribution by Rezdy to the Resellers for resale by the Resellers to their customers (Customers).

1.2 Consent to sale

If the Supplier sets a Marketplace Rate (defined in clause 1.3), the Supplier consents to the resale of the Services by any and all Resellers selected at the sole and absolute discretion of Rezdy. If the Supplier sets a Negotiated Marketplace Rate (defined in clause 1.4), the Supplier consents to the resale of the Services by any and all Resellers in relation to which Negotiated Marketplace Rates are set.

1.3 Marketplace Rates

The Supplier may set a sale price for the Services by all Resellers in its account held with Rezdy’s online management system (Rezdy Supplier Account) using one of the following methods:

(a) if the Supplier elects to use the nett price system within the Rezdy Supplier Account (Nett Price System) it must: set the amount payable to the Supplier in relation to the sale of each of the Services (Nett Price) and thereby agrees and acknowledges that the Resellers may sell the Services at any price above the Nett Price; or

(b) if the Supplier elects to use the commission system within the Rezdy Supplier Account (Commission System) it must:

(i) set the gross sale price in relation to each of the Services (Sale Price); and

(ii) set the commission percentage, as a percentage of the Sale Price, that it will pay to the Resellers in relation to the sale of the Services in addition to the Rezdy Fees also payable pursuant to clauses 2.3 and 2.4,

in each case in clauses 1.3(a) and 1.3(b) the amount payable to the Supplier in relation to the sale of each of the Services is referred to as the Marketplace Rates.

1.4 Negotiated Marketplace Rates

The Supplier may set alternate sales prices for individual Resellers by providing a Nett Price or Sale Price and commission payable for those Resellers (as in clauses 1.3(a) and 1.3(b)) in its Rezdy Supplier Account. The amount payable to the Supplier in relation to the sale of each of the Services under this clause 1.4 is referred to as the Negotiated Marketplace Rate.

1.5 Manual Payments

The Supplier may elect to make payments directly to a Reseller offered Negotiated Marketplace Rates in its Rezdy Supplier Account (Manual Payments) in which case the Supplier will make all commission payments to the Reseller promptly in accordance with its agreement with those Resellers and the commission set out in the Rezdy Supplier Account and Rezdy will not manage these payments.

1.6 Interpretation

The Supplier and Rezdy agree and acknowledge that:

(a) if the Supplier does not set a Marketplace Rate, Services will only be available for sale by the Resellers in relation to which Negotiated Marketplace Rates are set;

(b) if both a Marketplace Rate and Negotiated Marketplace Rate are provided, the Negotiated Marketplace Rate applies in relation to all Resellers in relation to which a Negotiated Marketplace Rate is set and the Marketplace Rate applies to all other Resellers; and

(c) a reference to Rates is a reference to each of the Marketplace Rates and/or Negotiated Marketplace Rates.

1.7 Inclusive pricing

The Rates are inclusive of all taxes (including GST) and duties, commissions and any other fees, costs or other expenses payable to or by the Supplier and represent the full amount payable to the Supplier for the Services and the Supplier is solely responsible for the payment of these amounts.

1.8 Best Rates guarantee

The Supplier warrants that, other than the Negotiated Marketplace Rates, the Marketplace Rates are the best and lowest rates offered by the Supplier to any distributor of the Services and it cannot and must not provide the Services at a price lower than the Marketplace Rates. The Supplier undertakes to immediately notify Rezdy of any discounted rates for the Services offered through another distribution channel and those lower rates are hereby immediately offered to Rezdy and form the Marketplace Rates.

1.9 Agent

Rezdy is a distribution agent of the Supplier only and the Supplier agrees and acknowledges that Rezdy facilitates the sale of the Services by Resellers on behalf of the Supplier only and Rezdy may but is not required to distribute the Services to Resellers and does not purchase or provide any Services in any circumstances and this agreement does not create a relationship of employment, trust or partnership.

2. PAYMENT QUANTUMS

2.1 Collection of payments

Other than Manual Payments, all Rates will be paid directly to the Supplier upon a booking being made with a Reseller and Rezdy will collect and retain the balance of all payments for Services sold by each Reseller in accordance with this agreement (Services Payments).

2.2 Merchant fees

All bank charges, merchant facility charges and credit card charges relating to the collection of the Services Payments and all Rates will be paid by the Supplier including all amounts charged by the Banking Partner referred to in clause 3.1.

2.3 Rezdy Manual Fee

As payment for the distribution services provided pursuant to this agreement, Rezdy will receive and retain the Rezdy Manual Fee that will be charged to the Supplier monthly in arrears.

2.4 Rezdy Automatic Fee

As payment for the distribution services provided pursuant to this agreement, Rezdy will receive and retain the Rezdy Automatic Fee that will be deducted from the Services Payments. The Rezdy Manual Fee and the Rezdy Automatic Fee are together referred to as the Rezdy Fees.

2.5 Reseller Fee

In relation to each sale of the Services by a Reseller, Rezdy will pay to the Reseller the amount collected from the sale, less the Rezdy Automatic Fee and the Rates in relation to that sale, in accordance with its agreement with that Reseller, unless the Rates are Manual Rates in which case the Supplier must pay the Reseller in accordance with clause 1.5.

3. PAYMENT SYSTEM

3.1 Account

The Supplier must immediately set up a payee account by correctly adding all of its recipient account details to the Rezdy Supplier Account in order to receive payments (Payment Account). Payments to the Supplier will be made directly by Customers through the Stripe payment platform (Banking Partner).

3.2 Payments through Banking Partner

Payments to the Supplier pursuant to this agreement will be made exclusively to the Supplier’s Payment Account in the currency selected by the Supplier and any requirement to make a payment to the Supplier pursuant to this agreement is hereby suspended until the date 7 days after the Supplier has set up its Payment Account.

3.3 Banking Partner fees

The Supplier agrees and acknowledges that it will be charged fees, expenses, conversion fees or any other amounts by the Banking Partner to set-up, administer, receive payments, convert money or otherwise manage its Payment Account and these amounts will be the sole expense of the Supplier and the Supplier is solely responsible for the set-up and administration of its Payment Account.

3.4 Set-off

Rezdy may withhold or set-off from any amount due to a Supplier under this agreement any amount that may be payable by the Supplier to Rezdy under clause 5.4 or otherwise. Rezdy’s right of set-off arises immediately when Rezdy notifies the Supplier of its claim without the need for Rezdy to take any other action.

4. SET-TIME BOOKINGS AND VOUCHERS

4.1 Set –time booking cancellation

If a Service is booked to be provided to a Customer on a specific date and time, the Supplier must use the Rezdy Supplier Account to elect to allow cancellation of the Service either:

(a) 30 days before the specific date and time;

(b) 7 days before the specific date and time; or

(c) 1 day before the specific date and time, (referred to as the Permitted Cancellation Period).

4.2 Set –time booking refunds

If a Service is cancelled within the Permitted Cancellation Period, the Supplier must refund the full amount of the Rates and the Services Payments to the Customer within the Refund Period from the cancellation, otherwise the provisions of clauses 2 and 5 apply.

4.3 No set-time booking cancellation

If a Service is not booked to be provided to a Customer on a specific date and the Customer is provided with a voucher for the Service, then the terms of issue of the voucher must include that the voucher is not able to be cancelled or refunded for a change of mind or after the specified expiry date.

5. REFUNDS

5.1 Notification of dispute

The Supplier must immediately notify Rezdy of any dispute it has with a Customer in relation to Services distributed by Rezdy.

5.2 Service dispute

If Rezdy is notified or otherwise aware of a dispute in respect of Services distributed by Rezdy then Rezdy may in its discretion direct the Supplier to refund the Customer and the Supplier must promptly conduct the refund.

5.3 Other refunds

If any Rates or Services Payments are refunded or taken from Rezdy or the Supplier as refunds, charge-backs, preference payments, fraudulent payments or for any other reason (“Forced Refund”), the Rates otherwise payable to the Supplier for those Services are not payable.

5.4 Supplier costs

Any credit card fees, merchant fees, banking transaction costs or other amounts incurred by a party in making refunds to Customers as well as any reasonable costs incurred by Rezdy in investigating any complaint by a Reseller or Customer seeking a refund or any other person will be the sole expense of the Supplier and must be paid to Rezdy on demand.

5.5 Rezdy refund

If the Supplier is required to provide a refund to a Customer, Rezdy will also refund to the Customer any Rezdy Fees received from that Customer in respect of the relevant booking.

6. INSURANCE

The Supplier must maintain such comprehensive insurance policies with a reputable insurer as would be maintained by a careful and prudent person that offered similar Services to the Supplier liability insurance throughout the term of this agreement.

7. SUPPLIER’S OBLIGATIONS

7.1 Service details

The Supplier will upload comprehensive information in relation to the Services to the Rezdy Supplier Account and will diligently ensure that all information uploaded is true, accurate and contains all the information needed by Customers to make and implement purchasing decisions. It is the sole responsibility of the Supplier to keep all the information in the Rezdy Supplier Account current and correct at all times.

7.2 Terms and conditions

The Supplier agrees and acknowledges that the Rezdy Terms and Conditions and Terms of Use and Privacy Policy apply to all Services distributed by Rezdy.

7.3 Terms of Use

The Supplier warrants that it will not upload into the Rezdy Supplier Account any text, photos or other material that is illegal, libellous, offensive, in breach of third party copyright or other property rights, or otherwise likely to give rise to reasonable complaint from Resellers, Customers or other parties and will at all times follow and agrees to be bound by the Terms of Use and Privacy Policy.

7.4 Supplier Warranties

The Supplier warrants that it has and will continue to:

(a) hold all necessary licenses, permits and authorizations required or relevant to the provision of the Services;

(b) it is authorized to provide and sell the Services and that it has in place operating and safety systems which enable it to provide the Services in a safe and appropriate manner;

(c) provide all information reasonably requested by Rezdy, including any information required to promote the services;

(d) provide all Services sold by a Reseller in a professional and workmanlike manner with a high degree of care and diligence;

(e) place and confirm all reservations for Services sold by a Reseller; and

(f) provide the best possible customer service and experience to Customers.

8. REZDY’S RESELLERS

8.1 The Resellers

Rezdy may, but is not required to, distribute the Services to any Reseller whatsoever including any travel agents, tour operators, tourism related organisations, internet sites, software company and any other persons whatsoever.

8.2 Intellectual property

Rezdy and its Resellers may, but are not required to, promote Rezdy, Resellers, Services and/or the Supplier using promotional materials and the Supplier hereby grants Rezdy and its Resellers the right to use any and all of its promotional material including without limitation photographs, videos, website content, designs, patents, copyright and any other intellectual property for the purpose of promoting Rezdy, Resellers, Services and/or the Supplier.

9. REZDY’S RESPONSIBILITIES

9.1 Reservations and confirmation

Since the Rezdy Supplier Account uses real-time inventory management, confirmations will be provided instantly by the system. Rezdy will use reasonable endeavours to ensure that Rezdy or its Resellers will issue vouchers to Customers for presentation to the Supplier in any format at Rezdy’s sole and absolute discretion on the condition that the voucher must be in a form that allows the Supplier and the Customer to wholly and correctly identify the booking.

9.2 Reservations

If Services distributed by Rezdy are purchased by Customers, Rezdy will provide reservations and/or requests for Services (as applicable) to the Supplier through the Rezdy Supplier Account.

9.3 Support

Rezdy will provide a dedicated support mechanism for use by Supplier that will enable the Supplier to contact Rezdy’s employees during reasonable business hours.

10. INDEMNITY AND RELEASE

10.1 Indemnity

The Supplier indemnifies and holds Rezdy harmless against any third party action, notice, demand, suit, damage, debt, account, expense, cost, lien, loss, liability, proceedings, litigation (including legal costs and disbursements on a solicitor and own client basis), chose in action, investigation, verdict or judgment of whatever nature (Claim) against Rezdy relating to or
in connection with:

(a) the use of any intellectual property or other information belonging to or provided by the Supplier to Rezdy or its Resellers;

(b) the activities or operations of Supplier;

(c) any Claim from a Customer;

(d) any Claim from a Reseller;

(e) any product or Service or other service of the Supplier;

(f) any act of omission of the Supplier in relation to the Services; or

(g) any breach of this agreement by the Supplier.

10.2 Release

To the maximum extent permitted by applicable law and except as explicitly set forth in this agreement, Rezdy disclaims any warranties, conditions or other terms, either expressed or implied, including any implied
warranties, conditions or terms of merchantability, satisfactory quality or fitness for a particular purpose. Rezdy or its Related Entities make
no warranties or representations to the Supplier whatsoever other than as stated in this agreement. The Supplier hereby waives and releases Rezdy from any liability (whether that liability arises in
contract, tort (including negligence) or statute) for any consequential, incidental, special or indirect damages or loss of profits arising out of or in connection with this agreement.

10.3 Limited liability

Rezdy is not liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this agreement, regardless of whether Rezdy has been advised of the possibility of such damages and the aggregate liability arising with respect to this agreement is limited to the amount paid or payable to the Supplier pursuant to this agreement.

10.4 Intellectual property ownership

The Supplier may have access to the intellectual property of Rezdy in its dealings with Rezdy, including its present and future rights to intellectual property including any documents, clients, correspondence, inventions and improvements, code, information, trademarks (whether registered or common law trade marks), designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula (Intellectual Property) and the Supplier agrees and acknowledges that and Intellectual Property created for or used in the business of Rezdy or created by or used by the Supplier in the course of fulfilling its obligations under this agreement are the sole and absolute property of Rezdy and may not be used, sold, disclosed to any other person or modified by the Supplier in any circumstances whatsoever other than in accordance with and as expressly permitted by this agreement.

11. TERM OF AGREEMENT

11.1 Term

The term of this agreement starts on the date that this agreement is entered into and continues for the Term and this agreement is automatically renewed for successive periods of one (1) year at the end of each prior period of one (1) year, subject to clause 11.2, 11.3 and 11.4.

11.2 Termination with notice by Rezdy

Rezdy may terminate this agreement at any time with thirty (30) days advance written notice.

11.3 Immediate termination by Rezdy

Rezdy may terminate this agreement or suspend to distribute the Services with immediate effect and without prior notice if:

(a) the Supplier is in breach of this agreement;

(b) in the reasonable opinion of Rezdy, the Supplier is unable or unfit to provide the Services; or

(c) the Supplier is or, in the reasonable opinion of Rezdy is likely to become, insolvent, and must provide written notice of the suspension or termination to the Supplier within 7 days thereof.

11.4 Termination by either party

If written notice of termination is given by either the Supplier or Rezdy to the other party at least 14 days prior to the end of the then current term, this agreement will not be extended at the end of the term during which the notice is given and the agreement will terminate at the end of that term.

11.5 Effect of termination

Upon termination, the Supplier must continue to supply all Services sold by Resellers prior to termination in accordance with this agreement and the payment provisions of this agreement will apply in respect of this Services and in all other respects, save where expressly stated otherwise in this agreement, Rezdy and the Supplier’s rights and obligations contained in this agreement will cease. Clauses 10 and 14.1 survive termination of this agreement.

12. MODIFICATION OF TERMS AND CONDITIONS

Notwithstanding clause 13, Rezdy may, in its sole discretion, modify any of the terms and conditions contained in this agreement, at any time, with consent of the Supplier or by notifying the Supplier at its nominated email address in its Rezdy Supplier Account or posting the new agreement on Rezdy’s website. If the Supplier gives consent, the amendments are effectively immediately. If the vendor does not give consent and the terms are modified by notifying the Vendor at its nominated email address in its Vendor Website or by posting the terms on Rezdy’s website, the Supplier may terminate this agreement at any time within fourteen (14) days of the earlier of the date that the new agreement is posted on Rezdy’s website or emailed to the Supplier. The Supplier’s continued supply of Services after this period is irrevocable and unconditional acceptance of the new agreement and its terms by the Supplier.

13. NOTICES

13.1 Notices generally

All notices required to be given pursuant to this agreement must be given in writing in accordance with this clause 13.

13.2 Notices to the Reseller

Rezdy may provide any notice to the Supplier under this agreement by:

(a) posting a notice on the Rezdy website; or

(b) sending an email to the email address the Supplier has provided to Rezdy or that is associated with the Rezdy Supplier Account.

13.3 Setup

Notices Rezdy provides by posting on its website will be effective upon posting and notices provided by email will be effective when sent. It is the Supplier’s responsibility to keep its email address current. The Suppler will be deemed to have received any email sent to the email address the Supplier has provided to Rezdy or that is associated with the Rezdy Supplier Account when Rezdy sends the email, whether or not it actually receives the email.

13.4 No objection

No objection may be made to the manner of delivery of any notice actually received in writing by an authorised agent of the Supplier.

13.5 Notices to us

The Supplier may provide notices to Rezdy under this agreement by email to subscriptions@rezdy.com. Rezdy may change the email address for notices by notice to the Reseller.

14. GENERAL

14.1 Confidentiality

All matters directly or indirectly related to this agreement and the Rezdy website and other information provided by Rezdy (except to the extent such information is already publically available) constitutes commercially sensitive and confidential information of Rezdy. The Supplier may use Rezdy’s confidential information only as permitted in accordance with this agreement and must take all necessary measures to avoid disclosure, dissemination or unauthorised use of Rezdy’s confidential information. The Supplier agrees not to disclose any information provided by Rezdy that is designated as confidential or that it should know is confidential to any third party without Rezdy’s prior written consent, unless it is legally compelled to do so, and provided that, where practicable, it first provides notice to Rezdy.

14.2 Binding effect of this agreement

This agreement will bind the parties to it and any executor, administrator, transferee, assignee, liquidator or trustee in bankruptcy appointed in respect of them.

14.3 Entire agreement

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

14.4 No adverse construction

Nothing in this agreement is to be interpreted against a party solely on the grounds that the party put forward the agreement or a relevant part of it.

14.5 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

14.6 Severability

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.

14.7 Waiver

Rezdy’s failure to enforce the Supplier’s strict performance of any provision of this agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this agreement.

14.8 Assignment

Rezdy may assign this agreement at its sole discretion without consent of the Supplier and the Supplier may only assign this agreement with the prior written consent of Rezdy.

14.9 Counterparts

This agreement may be executed in a number of counterparts and if so executed, the counterparts taken together constitute one agreement.

14.10 Governing law

This agreement is governed by and must be construed in accordance with the laws of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

14.11 Capitalised Terms

Except where otherwise defined in this agreement, capitalised terms which are not defined have the meaning given to them in the Schedule 1.

SCHEDULE 1: Defined Terms

ClauseTermDefinition
Clause 2.3Rezdy Manual FeeMeans the fee payable to Rezdy in respect of Manual Preferred Payments being:

(a) subject to paragraph (b): the fees published on Rezdy’s website at the URL: www.rezdy.com/suppliercharges and described as ‘Rezdy manual fees’ as updated from time to time; and

(b) where there is a schedule of fees attached as a schedule to this agreement: the fees described therein.

Clause 2.4Rezdy Fee Automaticthe fees published on Rezdy’s website at the URL: www.rezdy.com/suppliercharges and described as ‘Rezdy automatic fees’, as updated from time to time.
Clause 4.2Refund Period28 days
Clause 7.2Rezdy Terms and Conditionsmeans Rezdy’s standard terms and conditions that apply to services it distributes as updated from time to time by notice to the Supplier in writing

 

Clause 7.2/7.3Terms of Use and Privacy Policymeans Rezdy’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing
Clause 11.1Termmeans one (1) year

 

 

 

ClauseTermDefinition
Clause 2.3Manual Rezdy Feemeans the fee payable to Rezdy in respect of Manual Preferred Payments being $2.00 per booking unless the Supplier has a subscription in which case the fees published on Rezdy’s website from time to time apply
Clause 2.4Automatic RezdyFeemeans 5% of the gross value of the sale price of any Services
Clause 2.5Payment Time30 days
Clause 4.2Refund Period28 days
Clause 7.2Rezdy Terms and Conditionsmeans Rezdy’s standard terms and conditions that apply to services it distributes as updated from time to time by notice to the Supplier in writing
Clause 7.2/7.3Terms of Use and Privacy Policymeans Rezdy’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing