OzParty Supplier Sign-Up
- Updated March 2017
Powering Events & Hospitality Business Across Australia.
In short how does this work?
OzParty will advertise your products and services on our website and network of providers. We will check availability and send customer bookings to you via email. We will manage correspondence with customers on the lead up to the event date and process customer payments. We will make payment to you based on our agreed net rates and in line with our supplier payment terms.
How will I receive booking notifications?
Once availability has been confirmed with you via email, we will provide a booking confirmation to your nominated email address with the customer booking information.
How long do I have to confirm a booking?
We will check availability with you before sending the booking request across. If, after confirming availability, you can no longer service the booking you must notify us within forty-eight (48) hours. If we have not received notification to reject we will assume the booking is confirmed.
What information does the customer receive?
The customer receives a full itemised booking confirmation from OzParty. At minimum, the booking confirmation will contain your business, contact details, location and product/service information.
Do I need to contact the customer before the event date?
No, we will look after all customer confirmations and communications before the event date. All customer communications pre-event must be via OzParty unless otherwise agreed.
How much should I invoice for?
Suppliers must prepare an itemised tax invoice in accordance with Australian Tax Office requirements for each booking based on the agreed net rate inclusive of GST.
How do I submit my invoice?
Itemised supplier invoices must be sent to email@example.com within 5-days prior to the event date. Invoices sent prior to this time will not be accepted.
What if the customer wants to purchase additional products/services on-event?
On-event customer purchases are at the discretion of the supplier. All additional customer purchases on-event must be managed and settled by the supplier.
When do I get paid?
Supplier Payment Terms are specified in your Supplier Agreement.
How do I get paid?
OzParty will pay by via EFT into the Suppliers nominated bank account, unless otherwise agreed.
Who do I contact if I have an accounts related query?
Please direct all booking related queries to firstname.lastname@example.org or 1800 OZ PARTY (697 278) Option 3.
Who do I contact if I have a booking related query?
Please direct all customer booking related queries to email@example.com or 1800 OZ PARTY (697 278) Option 2.
OzParty Supplier Agreement
This Supply Agreement (“Agreement”), dated as of the date of Supplier’s online agreement to this Agreement (“Effective Date”), is between OzParty Pty Ltd (“OzParty Events”), and the company specified in the online registration process ("Supplier"), and expressly incorporates the terms set forth herein and the attached exhibits.
Overview: Supplier agrees to provide certain activities, entertainment, transport, accommodation and other hospitality related services (“Products”) that OzParty may market and distribute through various owned, affiliated, related and third party online and offline marketing and distribution channels (“Distribution Channels”) for purchase (i.e., booking) by customers (“Customers”), all as described further in this Agreement.
Currency: All amounts in this Agreement are expressed in AUD
Term; Termination: This Agreement is effective as of the Effective Date (defined below) and will remain in effect thereafter, unless terminated in accordance with this Agreement. Either party may terminate this Agreement (a) upon 30 days’ written notice to the other of its intent to terminate this Agreement, (b) immediately upon written notice to the other
if such other party breaches this Agreement and fails to correct such breach within 15 days following written notice specifying such breach, or (c) immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in the order course. Supplier will fulfill all Product and Service purchases made prior to termination or expiration of this Agreement unless requested otherwise by OzParty. Further, upon any termination or expiration of this Agreement,
Supplier will immediately cease all access to and use of OzParty Technology and other products, services, content, and materials provided by OzParty to Supplier under this Agreement and Supplier shall cease to have any right to make
Supplier’s Products available through OzParty’s Distribution Channels.
Attachments: In addition to the OzParty Terms and Conditions attached hereto, the initial attachments to this Agreement
are attached hereto and consist of the following:
Attachment 1 – Payment Terms
Attachment 2 – Insurance
Attachment 3 – Operational Procedures and Technology
The parties may mutually agree to and enter into additional written attachments during the Term, and all such attachments shall be executed by a duly authorized representative of each party upon which such attachments will be deemed incorporated by reference into this Agreement and subject to all terms and conditions hereof.
Notices: Unless otherwise provided herein, all notices under this Agreement shall be in writing and shall be delivered to the addresses first set forth above, and such notices shall be deemed to have been given upon receipt. Notwithstanding the foregoing, OzParty may provide notices to Supplier via email, in connection with requesting Product rate information from Supplier, or in OzParty’s other interactions with Supplier, which notices will be deemed to be given when sent.
OzParty TERMS AND CONDITIONS
1. RATES, FEES, PAYMENTS.
Supplier will provide Product rates and pay Product Commission fees in accordance with this Agreement. Supplier represents and warrants that the net wholesale rates (“Net Rates”) offered to OzParty are the lowest Net Rates offered by Supplier to any distributor of its Products. If Supplier offers the same Products or enters into an agreement to provide the same Products through or to a third party (including without limitation through any other distribution channel) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current Net Rates provided to OzParty, then Supplier will promptly notify OzParty and provide to OzParty such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other third party. If Supplier fails to comply with this provision, OzParty shall have the right, in its sole discretion, to either suspend Supplier or terminate this Agreement with fifteen (15) days prior written notice to Supplier.
For each Product, Supplier will provide OzParty the following rates: Net Rate (i.e., net wholesale rate) and suggested retail rate. Net Rates will include all applicable per person fees and all applicable taxes and other charges. Supplier shall be solely responsible for the payment of any and all applicable taxes, including without limitation goods and service tax, sales and use tax, and any other taxes applicable to the resale of the Products (“Taxes”). OzParty has the right to set the resale price of each Product. The Net Rates provided by Supplier will be valid for a minimum of six (6) months from the date the Net Rate is provided by Supplier and will apply to all Products booked while such Net Rates are in effect. If Supplier fails to provide OzParty with an updated Net Rate or confirmation of the extension of the then-current Net Rate, OzParty may extend the current Net Rate for an additional six (6) months and Supplier will honour all Product bookings at this rate until the Supplier provides an updated Net Rate. If Supplier provides updated Net Rates, OzParty will have up to two (2) weeks to implement such Net Rates and OzParty shall pay the prior Net Rate for all Product bookings during this time period.
OzParty will make any payments of Net Rates owed to Supplier under this Agreement pursuant to the payment terms set forth in Attachment 1. With respect to any amount to be paid by OzParty under this Agreement, OzParty may set-off against such amount any amount that Supplier is obligated to pay to OzParty or for which Supplier is required to reimburse OzParty under this Agreement.
OzParty will be responsible for collecting funds from Customers for Products purchased by Customers through the Distribution Channels. OzParty will be responsible for any applicable related merchant fees incurred by OzParty in collecting these funds.
2. AVAILABILITY, PRODUCT UPDATES.
Supplier will follow the operational procedures set forth in Attachment 3, including without limitation those with respect to Product bookings, changes, and availability, and any updates or revisions to Attachment 3 as may be provided by OzParty to Supplier from time to time. OzParty will endeavour to give Supplier at least ten (10) business days’ prior written notice of any updates or revisions to Attachment 3.
Supplier will ensure that all Products that OzParty markets and distributes through the Distribution Channels are available for booking by Customers, unless OzParty receives proper notice in advance from Supplier in accordance with the procedures set forth in Attachment 3. If a Product is booked by a Customer, Supplier will follow the customer redemption procedures set forth in Attachment 3.
If Supplier changes a Product after a Customer has booked the Product but not yet received the Product, Supplier will provide such Customer an alternative Product of the same or higher quality as the Product originally booked and
Supplier will accommodate such Customer to the Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Customer may cancel its booking and
OzParty may process a refund or refunds for that Customer. In this situation, Supplier will not be owed (and OzParty is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by OzParty. OzParty reserves the right to charge the Supplier reasonable fees related to the foregoing, including but not limited to merchant and customer service fees.
If Supplier cancels a Product or no longer makes a Product available to a Customer (e.g., a sold-out date) after a Customer has booked the Product but not yet received the Product, Supplier will accommodate such Customer to the
Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that OzParty may process a refund or refunds for that Customer. In this situation, Supplier will not be owed (and OzParty is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by OzParty. OzParty reserves the right to charge the Supplier reasonable fees related to Supplier’s cancellation of or failure to make available the Product, including but not limited to merchant and customer service fees.
3. CUSTOMER CANCELLATIONS.
Supplier will not directly accept Customer cancellations for purchased Products. Cancellations for purchased Products must be made by Customer directly through OzParty within the applicable cancellation time period, as set forth in Attachment 3. OzParty has no obligation to provide refunds to Customers who do not contact OzParty to cancel within the applicable cancellation time period. In the event of a Customer cancellation due to an event of force majeure,
OzParty shall not be required to pay the Net Rate for the Product so long as OzParty has received sufficient evidence from Customer that the force majeure event has prevented Customer from using the Product.
4. CUSTOMER CONTACT; CUSTOMER SERVICE.
If Supplier needs to contact a Customer in connection with providing Products purchased by such Customer, Supplier will follow the procedures set forth in this Agreement, including without limitation Attachment 3, and such other reasonable OzParty processes and procedures as may be communicated by OzParty to Supplier from time to time.
Supplier will ensure a smooth customer service process, including answering any Customer complaints in writing (e.g., by email or an interface made available by OzParty) within five (5) days after complaint submission. OzParty reserves the right at any time to respond to Customer complaints, including by contacting Customers directly; provided, however, that prior to resolving the complaint and/or providing compensation to Customers, OzParty will first discuss the complaint with the Supplier. If OzParty provides compensation to a Customer in connection with a
Customer complaint, Supplier will not be owed (and OzParty is not obligated to pay) any amount(s) for the Product(s) at issue, and any amount(s) already paid for such Product(s) may be adjusted on any subsequent payment owed by OzParty.
After a Customer has purchased a Product, Supplier will not contact such Customer for purposes of marketing or selling venue spaces, entertainment, activities or other hospitality-related services and/or products to such Customer or for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.
Supplier will comply with the insurance requirements set forth on Attachment 2.
OzParty will have sole discretion over the Distribution Channels utilized and Product placement within the Distribution Channels. OzParty will be responsible for any applicable agent commissions and other intermediaries’ fees for sale of Products through the Distribution Channels.
7. SUPPLIER CONTENT AND MATERIALS.
Supplier hereby grants and agrees to grant to OzParty the nonexclusive, perpetual, irrevocable, transferable, sublicenseable (through one or more tiers), worldwide right to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos, and other content and materials provided by Supplier (“Supplier Content”) (i) to advertise, market, promote, and distribute Products on or through the Distribution Channels, including without limitation on the web sites of OzParty and its Distribution Channels, (ii) to advertise, market and promote venues and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that
OzParty shall have no right to use the Supplier Content to market or promote competing products, and (iii) to otherwise perform OzParty’s obligations and exercise OzParty’s rights under this Agreement. Supplier represents, warrants and covenants that (a) Supplier owns, or has rights sufficient to grant the rights granted to OzParty in this Agreement with respect to, all Supplier Content provided to OzParty, (b) Supplier Content will be accurate and complete and will not be misleading or fraudulent, and (c) Supplier Content (and OzParty’s exercise of its rights with respect to Supplier Content) does not and will not infringe, violate or misappropriate any third party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Supplier hereby acknowledges and agrees that OzParty shall own all right, title and interest in and to any derivative works of the
Supplier Content created by or on behalf of OzParty, whether prior to or after the Effective Date, and hereby assigns to OzParty any and all right, title, or interest that Supplier may have to such derivative works.
8. SUPPLIER CONDUCT; NO SUBCONTRACTORS.
Supplier represents, warrants and covenants that:
(a) Supplier has and maintains all registrations, licenses, permits, approvals, and authorizations applicable to Supplier’s business and provision of Supplier’s Products;
(b) Supplier will ensure that Supplier’s activities, operations, products and services (and Supplier’s provision of the foregoing, including without limitation in connection with providing Products to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the entertainment, hospitality and activities industry and, if appropriate or recommended based on the nature of Supplier’s Products, Supplier will perform background checks of its personnel consistent with best industry practices;
(c) Supplier’s personnel will be properly trained, have all necessary skills to fulfil the Products, and will fulfil the Products in a professional manner consistent with best industry practices; and (d) Supplier will comply with all applicable international, state and local laws and regulations (including fire, health and safety procedures and
consumer protection and data privacy laws). In addition, Supplier represents, warrants and covenants that it will comply with OzParty’s Supplier Code of Conduct set forth at Supplier Code of Conduct. Supplier may not subcontract or otherwise transfer any of its rights or obligations under this Agreement; provided, however that Supplier may subcontract fulfilment of the Products with the prior written consent of OzParty (which consent may be provided by OzParty by email).
In the event the Supplier uses a subcontractor, Supplier will be responsible and liable for Supplier’s compliance with the terms and conditions of this Agreement and any breach or failure of Supplier’s failure to comply herewith. If OzParty believes that Supplier is in breach of this Agreement (including without limitation Supplier’s representations, warranties and covenants in this Agreement), OzParty may terminate this Agreement. If OzParty terminates this Agreement pursuant to the foregoing, OzParty may require Supplier to (and Supplier will) fulfill all Product purchases made prior to termination or assist OzParty in procuring alternate suppliers to fulfill such Product purchases (in which case Supplier will not be owed, and OzParty is not obligated to pay, any fees for such Products, and any amounts already paid for such Products will be promptly refunded to OzParty).
Supplier grants to OzParty the right to, and the right to authorize its Distribution Channels to, use and display Supplier’s and its Products’ names, logos, marks and trademarks and to display any third party names, logos, marks and trademarks used by Supplier with respect to the Products (collectively, all of the foregoing the “Marks”), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Distribution Channels; provided, however, that OzParty will not issue a press release or similar public announcement that uses Supplier’s names, logos or trademarks without the prior written consent of Supplier.
Supplier represents and warrants that it has all rights and licenses required to grant OzParty the rights granted in thisSection 9.
10. CONFIDENTIALITY; PRIVACY.
11. MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES.
Each party represents and warrants to the other party that (a) the representing and warranting party has the full power and authority to enter into this Agreement and to perform its obligations hereunder and (b) the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT AS MAY BE SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES, OzParty PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES, TECHNOLOGY AND MATERIALS
UNDER THIS AGREEMENT “AS IS” AND OzParty EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT
TO ANY OF THE FOREGOING OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OzParty’S LIABILITY TO SUPPLIER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY OzParty TO SUPPLIER IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SUPPLIER’S BREACH OF SECTIONS 5 (Insurance), 7 (Supplier Content and Materials), 8 (Supplier Conduct; No Subcontractors); OR 10 (Confidentiality; Privacy) OR SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (Indemnification). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.
OzParty will (i) provide prompt written notice to Supplier of any claim giving rise to the indemnification obligation, and (ii) if requesting defence by Supplier, provide reasonable cooperation and assistance with respect to the claim (at Supplier’s request and expense) and permit Supplier to assume sole control over the defence and settlement of the claim (provided, however, that OzParty shall have the right to approve counsel selected by Supplier (such approval not to be unreasonably withheld or delayed) and, if Supplier fails to promptly assume the defence and settlement of the claim after OzParty’s request, OzParty may do so at Supplier’s sole cost and expense). Neither party will compromise or settle the claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed.
14. FORCE MAJEURE.
If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
15. CHANGES TO THE AGREEMENT.
OzParty reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least thirty (30) days’ notice (“Notice Period”), which notice OzParty will provide to Supplier by any reasonable means (including via email, in connection with requesting Product rate information from Supplier, or other electronic or other interactions with Supplier). If Supplier objects to the revised version of this Agreement (or any Attachment or document), Supplier will within the Notice Period notify OzParty of Supplier’s objection. If Supplier so notifies OzParty, the revised version will not apply to Supplier and the parties will negotiate in good faith to resolve Supplier’s objection within sixty (60) days after
OzParty first provided notice of the revised terms. If the parties do not reach agreement within such sixty (60) day period, at OzParty’s option in OzParty’s sole discretion, this Agreement will continue in accordance with its terms in effect prior to such notice or may be terminated by OzParty. If Supplier does not notify OzParty of Supplier’s objection during the
Notice Period, Supplier’s continued access to and use of OzParty Technology and other products, services and materials provided by OzParty to Supplier under this Agreement after the effective date of such revised version of this Agreement will be deemed Supplier’s acceptance of such revised version; however, changes to this Agreement will not apply to any dispute between the parties based on a claim filed before the effective date of the changes. Except as set forth in this
Section, no amendment, modification or rescission to this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.
16. DISPUTE RESOLUTION.
Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled in accordance with this Section. Each party will nominate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) days following notification of the controversy, claim or dispute. In the event the controversy, claim or dispute has not been settled between the nominated representatives then, unless otherwise agreed, the parties will submit to binding arbitration. Arbitration will be conducted in accordance with the currently prevailing commercial arbitration rules of the Australian Centre for International Commercial Arbitration. The parties agree to abide by any decision and award rendered in the proceedings. The decision and award will be final and conclusive and may be entered in any court having jurisdiction thereof. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English.
It is the intent of the parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Supplier shall comply with all international anti-corruption laws, such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and that, with respect to Supplier’s performance of any of its activities under this
(a) No portion of any fees paid or payable by OzParty to Supplier will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity other than Supplier.
(b) Supplier has not, and will not at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof; (iii) any political party, political committee, or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party, political committee, or officer or employee thereof, or candidate for political office.
(c) At OzParty’s request, Supplier shall provide a certification to OzParty that Supplier is in compliance with the foregoing.
This Agreement, including these OzParty Terms and Conditions and the Attachments, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties. In the event of a conflict between the terms of the cover page of this Agreement, these OzParty Terms and Conditions, and the Attachments, the terms of the cover page will control, then these OzParty Terms and Conditions will control, and then the terms of the Attachments will control. Any offer by OzParty and any acceptance of such an offer by Supplier is limited to the terms in this Agreement only, OzParty objects to any additional or different terms, and OzParty’s acceptance of any offer is expressly made conditional on assent to the terms of this Agreement. This Agreement will be governed by the laws of the Australia without regard to its conflicts of laws provisions. In connection with OzParty’s performance of its obligations and exercise of its rights hereunder, OzParty may have such obligations performed and such rights exercised on its behalf by the OzParty group and any of OzParty’s affiliates and their respective agents, contractors, distributors, and service providers. The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing. OzParty may assign or otherwise transfer this Agreement in whole or in part. Supplier may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without OzParty’s prior written consent and, for purposes hereof, a merger or change of control in which Supplier is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of Supplier’s Products by OzParty as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties’ intent. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Sections 11 (Mutual Representations and Warranties;
Disclaimer); 10 (Confidentiality; Privacy); 12 (Limitation of Liability), 13 (Indemnification), 16 (Dispute Resolution) and this Section 18 (General) shall survive any termination or expiration of this Agreement.
Single Product Sales Less Than $5,000 Retail:
Within Five (5) Business days before the date the product is to be provided to the Customer (“Event date”), the supplier must issue OzParty (or its designee) a detailed, itemised “Supplier invoice” in an amount equal to the sum of the Net Rate for each Product provided by Supplier to Customers. In determining such payment amount, the Net Rate will be the rate at the time the Customer booked the Product.
Single Product Sales Exceeding $5,000 Retail:
In the case of a single product sale exceeding $5,000 AUD retail, OzParty agrees to pay the supplier two payment instalments consisting of a deposit and a balance.
The supplier will issue an itemised “Supplier Deposit Invoice” within ten (10) business days of the date the booking request is raised with the Supplier in an amount equal to 15% of the sum of the Net Rate at the time of booking for each
Product provided by Supplier to Customers. The Supplier accepts that the deposit is an estimate based on the initial Event Scope as at the time of booking. In line with OzParty’s cancellation policy, deposits paid to the Supplier by OzParty on behalf of the Customer are retained by the Supplier in the event the customer, or a representative acting on their behalf, cancels the booking, subject to our terms and conditions of cancellation.
Within Five (5) Business days before the Event date, the supplier must issue OzParty (or its designee) a detailed, itemised “Supplier Balance Invoice” in an amount equal to the balance of the Net amount payable for each Product provided by Supplier to Customers. In all cases the Net Rate will be the rate at the time the Customer booked the Product, unless otherwise agreed between OzParty and the Supplier.
In determining the balance payment amount, the balance invoice will be based on the details provided in the final Event Confirmation prepared by OzParty and issued to the Supplier within 10-business days prior to the Event date. The Supplier accepts that the balance amount may have changed in the form of an increase or decrease to the balance sum from the initial confirmation sent at the time of customer booking, to account for a change in guest numbers, itineraries, package inclusions or other. OzParty will calculate all price amendments in accordance with the rates set out to OzParty by the Supplier. OzParty will consult with the Supplier and seek approval for booking amendments outside of those provided to OzParty by the Supplier.
In All Cases
All ‘Supplier invoices’ must be issued in accordance with Australian Tax Office invoice requirements. OzParty will make payment within fifteen (15) business days after the date the invoice is issued. OzParty reserves the right to make payment less any adjustments including for cancellations or refunds provided to Customers.
Supplier will notify OzParty of any payment discrepancies by email within forty five (45) days after the date on which the Product was provided by Supplier to the Customer or thirty (30) days after receipt of remittance advice, whichever is later. After such period, adjustments for billing discrepancies will be made in OzParty’s sole discretion.
OzParty will primarily pay by EFT into the Supplier bank account provided by Supplier. If Supplier fails to provide, maintain or update the bank account details required by OzParty (including all relevant tax information), OzParty reserves the right to withhold payment until such time as this information has been provided. On occasion OzParty may elect to be via Credit Card, in which case OzParty will complete a Credit Authorisation Form for the Supplier to deduct the respective payment.
If Supplier requests payment in a form other than those stipulated above, or into an account or in a currency that is not denominated in Australian Dollars, OzParty reserves the right to apply a transaction fee and/or a currency conversion fee for such payment, which such fee or fees will not exceed OzParty’s cost.
For each EFT payment, OzParty will make available to Supplier a remittance advice detailing the unique invoice number provided by the Supplier.
If required by OzParty, Supplier will procure and maintain a current Public (Product) liability insurance (PLI) and errors and omissions insurance with coverage limits consistent with industry standards and as may be required by applicable, laws, rules, and regulations. Where deemed relevant, and in full consultation with the Supplier, Supplier will add OzParty as an additional insured to such insurance policies and will provide a certificate of insurance evidencing all of the coverage described in this section and that OzParty has been added as an additional insured. Such insurance carried by Supplier will be primary to any insurance carried by OzParty.
Notwithstanding the foregoing, OzParty reserves the right to require specific additional coverage or increased coverage, or to waive the foregoing insurance requirements, based on Supplier’s product offerings, and Supplier will maintain its insurance at such levels upon OzParty’s request (which may be made by e-mail). OzParty does not represent that the coverage it may require will be adequate to protect Supplier and such coverage and limits will not be deemed to be a limitation on Supplier's liability to OzParty, if any, arising under the Agreement.
If Supplier fails to comply with the foregoing requirements, and fails to cure such failure within fifteen (15) days from receipt of OzParty’s written notice, OzParty may elect to either (x) suspend Supplier and cease offering Supplier’s Products until such time as Supplier complies with OzParty’s insurance requirements or (y) terminate this Agreement.
Operational Procedures & Technology
Product Bookings, Changes & Availability:
Unless otherwise specified all products are “On Request Booking,” in which case Supplier may accept or reject a booking request for the Product before the Customer receives confirmation from OzParty. For On Request Bookings, Supplier agrees to accept or reject the booking request within forty-eight (48) hours. If Supplier accepts the request, the Product will be deemed purchased and confirmed.
Supplier will manage Product bookings, including without limitation accepting, rejecting and confirming Product bookings. Supplier must have ready access to current Product availability at all times.
All bookings not rejected by Supplier or Supplier’s technology provider through an interface made available by OzParty will be deemed accepted by Supplier. Supplier agrees to manage booking confirmations either through emailed booking confirmations sent from OzParty or through other technology made available by OzParty.
Supplier will notify OzParty of any changes (e.g., changes to itineraries or timings), cancellations (e.g., booking cancellations, sold-out dates) and any other updates with respect to Products at least 1 (1) month in advance. If such advance notice is not possible, Supplier will notify OzParty immediately upon becoming aware of such changes, cancellations or updates. If Supplier does not notify OzParty in advance of such changes, cancellations and updates and OzParty refunds Customers for the applicable Products as a result of the changes, cancellations or updates, Supplier agrees to compensate OzParty for all amounts forfeited by OzParty and pay reasonable amounts for OzParty’s efforts.
Cancellation and No-Show Policy:
For each Product, Supplier will adhere to OzParty’s cancellation policy as set forth on the ozpartyevents.com website at the time of Product booking. Notwithstanding the foregoing, in any event, Supplier will not impose a more restrictive cancellation policy on OzParty Customers than that which Supplier imposes upon customers booking directly with Supplier or through any third party (including without limitation through coupons, deal-of-the-day or flash sale websites, or any other distribution channel)(the “Supplier No Show Policy”). Unless cancelled by OzParty, all Products booked by
Customers through the Distribution Channels will remain available to the Customers in accordance with the Supplier No Show Policy. Supplier will use commercially reasonable efforts to accommodate Customers arriving after any no-show cut-off time.
Supplier Interaction with OzParty:
Supplier’s use of OzParty tools, interfaces, application programming interfaces, computer software and any other OzParty technology (collectively, the “OzParty Technology”) is subject to and conditioned on Supplier’s compliance with the terms and conditions of this Agreement, including without limitation this Attachment. Supplier or its third party service providers shall access and use the OzParty Technology in accordance with the applicable documentation for such OzParty Technology and any written instructions received from OzParty. OzParty may suspend Supplier’s and/or its third party service providers’ access to and use of OzParty Technology at any time if OzParty believes that Supplier and/or its third party service providers’ are in breach of the Agreement (including without limitation Supplier’s representations and warranties in the Agreement). Supplier shall be responsible for the compliance of its third party providers with the terms and conditions of this Attachment and shall be liable for any breach of this Attachment by such third party providers. Supplier acknowledges and agrees that OzParty owns all right, title and interest in and to the OzParty Technology and reserves all rights not granted herein. Supplier shall not, and shall not permit any third party to, (a) copy (except for a reasonable number of archival copies), modify, adapt, transfer, distribute, resell, rent, lease, sublicense or loan the OzParty Technology or create or prepare derivative works based upon the OzParty Technology or any part thereof, (b) use the OzParty Technology in a service bureau, or application service provider environment, or in any commercial time share arrangement or otherwise use or make available the OzParty Technology or any part of the OzParty Technology for the benefit of any third party, or make the OzParty Technology or any part of the OzParty Technology publicly available for download or use via an internet website, (c) use the OzParty Technology in contravention to any applicable laws or government regulations, or (d) decompile, disassemble or otherwise reverse engineer the OzParty Technology.
Supplier Interactions with Customers:
If Supplier needs to contact a Customer pre-event date, all communications from the Supplier to the Customer must be via OzParty, unless agreed to otherwise by OzParty.
Customer Redemption: If Supplier requires a voucher or confirmation of purchase, Supplier will accept an electronic voucher for each Product sold by OzParty or through one of OzParty’s Distribution Channels. If Supplier cannot accept electronic vouchers for a certain Product, Supplier must request approval from OzParty and OzParty may in its sole and absolute discretion waive the electronic voucher requirement, which waiver may be provided by OzParty by e-mail.
Supplier is not authorized to systematically analyse, scrape or otherwise extract information or data (including without limitation guest reviews) from the websites of OzParty or the OzParty group of companies, or any OzParty affiliate. Supplier is not authorized to publicly display on Supplier’s websites any of the content, text, images, materials, videos or other materials displayed on the websites of OzParty or the OzParty group of companies or any OzParty affiliate (other than the Supplier Content) or any part of the websites of OzParty, the OzParty group of companies, or any OzParty affiliate.