Vendor Agreement

RECITALS:

R1. We, Rezdy Pty Limited (ACN 153 242 632) (Rezdy), aggregate products and services such as tours, tickets, activities, entertainment transportation and/or other goods and/or services (Products) from suppliers (Supplier) and distributes them to resellers such as you, [Insert Company Name, Trading As Name], [Company ID eg. ACN: ### ### ###] (the Reseller).

R2. The Reseller has requested access to the Products inventory for sale.

R3. 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. MARKETING

The Reseller will market the Products to its customers and is authorized by Rezdy to promote the Products, subject to the terms and conditions of this agreement.

2. RESELLER REQUIREMENTS

The Reseller warrants that it has and will continue to:

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

(b) market and sell the Products in a professional and workmanlike manner with a high degree of care and diligence; and

(c)  provide the best possible customer service and experience to its customers.

3. TERM

3.1 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, subject to clauses 3.2 and 3.3.

3.2 Termination by either party

Either party may terminate this agreement at any time with thirty (30) days advance written notice at any time. If written notice of termination is received by either the Reseller or Rezdy from the other party, this agreement will not be renewed at the end of the term during which the notice is given and the agreement will terminate at the end of that term.

3.3 Immediate termination by Rezdy

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

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

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

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

3.4 Effect of termination

Save where expressly stated otherwise in this agreement, upon termination, Rezdy and the Reseller’s rights and obligations contained in this agreement will cease, but for accrued obligations. Clauses 14 and 19.1 survive termination of this agreement.

4. FEES

4.1 Annual fee

The Reseller will pay Rezdy the Annual Fee annually in advance with the first payment due within 14 days of the entry into this agreement.

4.2 Set up and support fee

The Reseller will pay Rezdy the Set-Up and Support Fee as a one off payment within 14 days of the entry into this agreement.

4.3 API access fee

The Reseller will pay Rezdy the API Access Fee monthly in advance with the first payment due within 14 days of the entry into this agreement.

5. WEBSITE

5.1 Set up

Rezdy will make a co-branded Rezdy website available to the Reseller (Reseller Website) which the Reseller must link to its website, if any. The Reseller’s customers are able to purchase the Products from Suppliers through the Reseller Website.

5.2 URL

Rezdy will provide the Reseller with a uniform resource locator (URL) through which the Reseller is able to track the bookings made through the Reseller Website.

5.3 HTML

Upon termination of this agreement for any reason, the Reseller agrees to immediately remove all HTML links from Reseller’s website to the Reseller Website.

5.4 Domain name

The Reseller’s domain name must not contain the word “Rezdy” (except in the case of the Reseller Website) and the Reseller will not purchase any domain name or other right or otherwise use the Rezdy name or other Rezdy intellectual property for any reason whatsoever.

5.5 Material

Rezdy is entitled to monitor the Reseller’s website to ensure that it is in compliance with this agreement. If Rezdy, in its sole discretion, determines that the Reseller Website is not compliant or otherwise contains inappropriate material, Rezdy may either notify the Reseller of any changes to be made or alternatively may terminate this agreement with immediate effect.

6. RIGHT AND LICENSE

6.1 Licence

Rezdy grants to the Reseller a non-exclusive, non-transferable, revocable, worldwide right and license to:

(a)  access and sell the Products through the Reseller Website and through the Rezdy application programming interface (Rezdy API); and

(b) use the Rezdy logos, trade names, trademarks and similar identifying material (Licensed Materials) that Rezdy provides to the Reseller solely in connection with the Reseller Website during the Term of this agreement. The Reseller must not alter, modify or change the Licensed Materials in any way. This license will terminate immediately upon termination of this agreement. Rezdy may revoke this licence at any time by giving the Reseller thirty (30) days written notice.

6.2 Intellectual property

The Reseller 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 Reseller agrees and acknowledges that and Intellectual Property created for or used in the business of Rezdy or created by or used by the Reseller 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 Reseller in any circumstances whatsoever other than in accordance with and as expressly permitted by this agreement.

7. MARKETING AND ADVERTISING

The Reseller grants to Rezdy a non-exclusive, non-transferable, worldwide right and license to utilize the Reseller’s name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by Rezdy. Rezdy is under no obligation to advertise, market, promote, or publicise the Reseller. This license will terminate immediately upon termination of this agreement.

8. AFFILIATION

8.1 Acknowledgement

The Reseller agrees and acknowledges that Rezdy is not and will not at any time be a provider of the Products and is a distributor of the Products for the Suppliers only.

8.2 Representations

Rezdy makes no representation or warranty whatsoever in relation to the quality or provision of the Products or any other matter whatsoever and is not responsible for the provision of the Product in any way whatsoever and the Reseller must not:

(a)  make any representations in relation to the Products, any Supplier or Rezdy; and

(b) make any representations for or on behalf of any Supplier or Rezdy.

9. SALE TERMS

9.1 Pricing

The Reseller will sell the Products at the prices contained in the Reseller Website and the Rezdy API.

9.2 Terms

All sales by a Reseller to customer are subject to acceptance by the customer of the Supplier terms and conditions pertaining to that sale contained on the Reseller Website and the Rezdy API (Terms and Conditions) and the Reseller must inform each customer to which it sells Products of the Terms and Conditions pertaining to those products and must not make a sale unless the customer has agreed to the relevant Terms and Conditions for the Product.

10. COMMISSION

10.1 Manual payments

If Reseller sells a Product in respect of which it has an agreement with the Supplier of that Product regulating the its sale by the Reseller and the process for payments to the Reseller by that Supplier, the payment of Commissions to the Reseller will be regulated by that agreement and Rezdy makes no guarantee, warranty or other representation whatsoever in respect of this payment that must be made directly from the Supplier to the Reseller (Manual Payment).

10.2 Commission

Other than in respect of Manual Payments, Rezdy will pay the Reseller the commission in accordance with the Rezdy API in relation to the Product sold at the time of sale within the Payment Time after the date that Product is booked to be provided, subject to clause 13 (Commission).

10.3 Inclusive pricing

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

11. PAYMENT OF FEES

11.1 Account

The Reseller must immediately set up a payee account by correctly adding all of its recipient account details to its Rezdy account on the Reseller Website in order to receive payments (Payment Account).  Rezdy will facilitate its payments to the Reseller through a reputable cross-border payment platform selected at its sole discretion (Banking Partner).

11.2 Payments through Banking Partner

Payments to the Reseller by Rezdy pursuant to this agreement, including clause 10.2, will be made exclusively to the Payment Account in the currency in which payments are received by Rezdy from each customer and any requirement to make a payment to the Reseller pursuant to this agreement is hereby suspended until the date 7 days after the Reseller has set up its Payment Account.

11.3 Banking Partner fees

The Reseller agrees and acknowledges that it may 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 Reseller and the Reseller is solely responsible for the set-up and administration of its Payment Account.

11.4 Set-off

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

12. VOUCHERS

The Reseller agrees and acknowledges that the Products include Products that are not booked to be provided to a customer on a specific date and in respect of which the customer is provided with a voucher for the Product that is not able to be cancelled or refunded for a change of mind or after the specified expiry date (Voucher).  The Reseller must not sell Vouchers in any country, state, city, territory, region or other place (Place) that prohibits, penalises or otherwise regulates the selling of Vouchers of this type.  The Reseller is solely responsible for ensuring its compliance with the consumer laws and other laws and regulations applicable in the Place that its elects to sell the Products and it represents and warrants that it will comply with all such laws and regulations and will not sell or otherwise distribute Products that do not comply with all such laws and regulations.

13. CANCELLATION

13.1 Refund policy

Rezdy may refund a purchaser of a Product at any time in accordance with its agreement in relation to the Supplier of the Product.

13.2 Effect of refund

If a payment in relation to a Product is refunded to the customer for any reason whatsoever, Rezdy will not and is not required to pay any Commission to the Reseller.

13.3 Refund after payment

If a payment in relation to a Product is refunded to the customer for any reason whatsoever after the Commission has been paid to the Reseller, the Reseller must immediately on demand refund the Commission to Rezdy.

14. CLAIMS, DAMAGES AND EXPENSES

14.1 Indemnity

The Reseller indemnifies and holds Rezdy harmless against any 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) relating to or in connection with:

(a)  the development, operation, maintenance and contents of Reseller’s website, if any;

(b) the use of any intellectual property or other information belonging to or provided by the Reseller to Rezdy or the Suppliers;

(c)  any Claim from a Supplier;

(d) the activities or operations of the Reseller;

(e) any Claim from a customer of Products;

(f) any product or service of the Reseller;

(g)  any act of omission of the Reseller in relation to the Products; or

(h) any breach of this agreement by the Reseller.

14.2 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 makes no warranties or representations to the Reseller whatsoever other than as stated in this agreement. The Reseller 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.

14.3 Limited liability

Rezdy is not be 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 Reseller pursuant to this agreement.

15. WEBSITE USE

The Reseller must at all times follow and agrees to be bound by the Terms of Use and Privacy Policy.

16. MODIFICATION OF TERMS AND CONDITIONS

Notwithstanding clause 18, Rezdy may, in its sole discretion, modify any of the terms and conditions contained in this agreement, at any time, with consent of the Reseller or by notifying the Reseller using best endeavours at its nominated email address in its Reseller Website or posting the new agreement on Rezdy’s website. If the Reseller gives consent, the amendments are effectively immediately.  If the reseller does not give consent and the terms are modified by using best endeavours to notify the Reseller at its nominated email address in its Reseller Website or by posting the terms on Rezdy’s website, the Reseller 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 Reseller. The Reseller’s continued sale of Products after this period is irrevocable and unconditional acceptance of the new agreement and its terms by the Reseller.

17. WARRANTIES AND REPRESENTATIONS

17.1 Products

Rezdy makes no express or implied warranties or representations with respect to the Products (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage) and the Reseller warrants it has independently evaluated the referring of its customers to Rezdy’s website and is not relying on any guarantee, warranty or representation other than as set forth in this agreement.

17.2 Website

Rezdy makes no representation that the operation of its website (including the Reseller Website) will be uninterrupted or error-free and Rezdy will not be liable for the consequences of any interruptions or errors.

18. NOTICES

18.1 Service

Any notice, request, demand, consent, waiver, or other item required or permitted under this agreement or applicable law must be in writing and will be deemed duly given or made only:

(a)  if personally served upon the party intended to receive it, in which case it is effective when delivered; or

(b) if it is sent by certified mail, return receipt requested, postage prepaid, addressed to the party at its address set forth in the Reseller Website in which case it is effective upon delivery to that address or the person registered address; or

(c)  if it is sent via email to an address registered to the recipient or the address set forth in the Reseller Website.

18.2 No objection

No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party. A party may change its address for purposes of this agreement only by giving notice to the other in the manner set forth herein.

19. GENERAL

19.1 Confidentiality

Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this agreement, sale commissions, business and financial information, customer and Supplier lists and pricing and sales information, will remain confidential.

19.2 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.

19.3 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.

19.4 Rights

The Reseller understands that Rezdy reserves the right to solicit customers on any terms and circumstances whatsoever including terms that may differ from those contained in this agreement or encourage direct consumer purchases from Suppliers.

19.5 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.

19.6 No merger

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

19.7 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.

19.8 Waiver

Rezdy’s failure to enforce Reseller’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.

19.9 Assignment

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

19.10 Counterparts

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

19.11 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.

19.12 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 3.1Termmeans three (3) years
Clause 4.1Annual FeeThe amount of $TBC Australian Dollars.
Clause 4.2Set-Up and Support FeeThe amount of $TBC Australian Dollars.
Clause 4.3API Access FeeThe amount of $TBC Australian Dollars.
Clause 10Payment Time30 days
Clause 15Terms of Use and Privacy Policymeans Rezdy’s standard terms of use and privacy policy as updated from time to time by notice to the Reseller in writing