1 Introduction
1.1 WeOz
We are WeOz Pty Ltd, a company incorporated and registered in Victoria, Australia with company number ACN 644 679 238 (we, our, us, WeOz). We are the owner and provider of the services offered on www.weoz.com.au (Website), including the marketplace platform which allows you as a third-party merchant user (you, your, or Vendor) to list and sell your Travel Products directly to customers (Platform). We provide you with access to the Platform, access to the vendor portal to the Platform (Vendor Portal), and other related services to facilitate the transactions between you and customers (Services).
1.2 These Terms
(a) These Terms, together with the Commercial Terms, govern your relationship with us as a user of the Services.
(b) By signing the Commercial Terms, you will be deemed to have understood and accepted these Terms and any additional terms in the Commercial Terms, which form a binding agreement between you and us (Vendor Agreement).
1.3 Other applicable terms
(a) Our Privacy Policy, which sets out: (a) the terms on which we hold, use or disclose any personal information we collect from you, or that you provide to us; and (b) information about the use of cookies, will also apply to your use of our Services. By using our Services, you consent to such use and you warrant that all information provided by you is accurate.
(b) You also agree to abide by and use the Services in accordance with any notifications, instructions, additional terms and policies featured on the Website or provided by us to you from time to time.
1.4 Changes to these Terms and Interpretation
We may revise these Terms at any time by providing at least [60 days’] notice to you [by email] [SBA1] and the amended Terms will only become effective following that notice period. If you disagree with the revised Terms, you may elect to terminate your agreement with us in accordance with clause 12.2. If you do not do so before the date the revised Terms become effective, your continued access to or use of the Services will constitute acceptance of the revised Terms.
2 WeOz Platform
(a) We provide you with access to the Platform and the Vendor Portal to enable you to list, promote and sell your Travel Products to customers.
(b) In consideration for developing and providing you with access to the Platform, you must pay Fees to us in accordance with clause 4.
2.2 Registration requirements
(a) You must be a registered vendor to access and use the Services. We reserve the right to accept or reject your registration for any reason at our absolute discretion. We will typically reject your registration if we believe:
(i) your Travel Products are unsafe or may infringe any law;
(ii) your Travel Products, policies and procedures are not in line with our rules, guidelines and policies as advised by us to you from time to time;
(iii) you have previously had your registration cancelled and seek to register as a vendor under a new company or individual name;
(iv) we deem that you are otherwise unable to meet our vendor requirements or the obligations under these Terms; or
(v) if a credit check is conducted by us, an unacceptable credit check is received.
(b) On registration, you warrant that:
(i) you are a duly constituted company under Australian law or a sole trader with an ABN;
(ii) if you are required to be registered for GST, you hold a valid ABN;
(iii) you have obtained and will maintain any required operating licences, permits or council approvals that relate to the Travel Products provided on the Platform; and
(iv) You, or persons registering as a vendor on your behalf, hold all requisite power and authority to enter into this Vendor Agreement and be bound by its terms and the performance of your obligations under these Terms. You must provide us with and ensure that we always have accurate, up-to-date details including but not limited to contact address, email address, and payment information.
2.3 Access and use of the Platform
You must only use our Platform through the portals provided by us and must not:
(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute or attempt to do so, all or any portion of the Website or the services provided via the Platform in any form or media or by any means except as enabled and permitted by us as part of the Services;
(b) access all or any part of the Website or any Services in order to build product(s) or service(s) that compete with WeOz’s business;
(c) interfere with, damage or disrupt: (A) any part of the Services; (B) any equipment or network on which the Services are hosted or stored; (C) any software used in the provision of the Services; or (D) any equipment or network or software owned or used by any third party; and
(d) remove or alter any of our Intellectual Property Rights notices embedded in or accessible on our materials.
2.4 Nature of relationship
(a) We provide you access to our Platform and the Services and nothing in this Vendor Agreement makes you an agent, employee, director or business partner of us.
(b) By selling on our Platform, you are contracting directly with customers. WeOz is not, and does not become, a party or other participant in any contractual relationship between you and customers for the supply of Travel Products in any capacity.
3 Vendor obligations
3.1 Listings of Travel Products
You are responsible for creating and maintaining accurate, complete, and legally compliant listings for your Travel Products on the Platform. You agree to comply with the following obligations in relation to the listings:
(a) Accuracy and transparency
(i) All listings must include accurate and up-to-date details, including title, description, pricing, availability, duration, inclusions/exclusions, and conditions of use.
(ii) Listings must not contain any misleading, false, or exaggerated claims.
(b) Images and media
(i) You must only upload images, videos, or other media that you own or have legal rights to use.
(ii) Media content must accurately reflect the actual Travel Product being offered.
(c) Pricing and taxes: Prices must be displayed in Australian Dollars (AUD) and be inclusive of all applicable fees, charges, and taxes unless otherwise clearly stated.
(d) Availability and inventory
(i) You must block out dates or times when a Travel Product is not offered.
(ii) You must ensure that the availability of your Travel Products on the Platform is accurately maintained at all times. This includes promptly updating availability when a Travel Product is sold out or otherwise unavailable.
(iii) Overbooking (i.e. accepting more customers than can be accommodated) is strictly prohibited. You must manage your own booking systems to avoid overbooking. Failure to honour a confirmed booking without a valid reason, including cancellations due to vendor error, unavailability, or double-booking, is considered a breach of the Vendor Agreement. We reserve the right to take any of the following actions in response to overbooking or failure to deliver a confirmed booking:
(A) issuing a warning and requesting a corrective action;
(B) withholding part or all of the Payout for the affected booking;
(C) requiring you to compensate the affected customer(s), either directly or through the Platform;
(D) temporarily suspending your listings or account; or
(E) terminating your account for repeated or severe violations.
(e) Special requirements and disclaimers
(i) Any age limits, health requirements, physical activity levels, dress codes, or preconditions must be clearly disclosed in the listing of a Travel Product.
(ii) If the Travel Product involves potential risks (e.g., adventure tours, alcohol, allergens), appropriate disclaimers must be included.
(f) Language and communication
(i) Listings must be written in clear, professional, and respectful language.
(ii) Your information about the Travel Products must be disclosed in English and Vietnamese on the Platform. We will provide a translation tool for a fee if requested by you. [SBA2]
(g) Updating content
(i) You must promptly update your listings to reflect any changes to your Travel Products, such as new pricing, schedule adjustments, or altered conditions.
(ii) We reserve the right to remove or request edits to listings that violate these Terms or our content policy[SBA3] .
3.2 Compliance with laws
(a) You must comply with all applicable laws and regulations in relation to the operation and delivery of the Travel Products. This includes but is not limited to:
(i) all applicable work health and safety laws;
(ii) Australian Consumer Law; and
(iii) all applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), when collecting, accessing, storing, or using any personal information obtained through the Platform.
(b) You must also comply with the following industry-specific requirements (where applicable):
(i) tour operators: you must comply with tourism safety regulations and, if operating transport services, you must hold appropriate vehicle and driver accreditations;
(ii) event/entertainment organisers: you must ensure that the venues and events meet crowd safety, accessibility, and emergency management requirements;
(iii) accommodation providers: you must comply with fire safety standards, guest record-keeping requirements, and hygiene standards;
(iv) restaurants and food vendors: you must be registered with local council and comply with food handling, storage, and safety regulations. You must also comply with the Australia New Zealand Food Standards Code; and
(v) attraction providers: you must assess and manage physical risks, including liability waivers where appropriate.
3.3 Performance
You are responsible for the proper and professional supply and delivery of the Travel Products listed on the Platform. All services must be provided in accordance with the descriptions, schedules, and conditions presented in your relevant listing.
(a) Service fulfilment
(i) You must deliver all confirmed bookings to customers on time, as described, and to the standard expected based on the listings.
(ii) Any material deviation from what was advertised (e.g. location, duration, inclusions, facilities) may be considered a breach of the Vendor Agreement.
(b) Professional conduct
(i) You must interact with customers in a respectful, courteous, and professional manner at all times.
(ii) You and your staff must be suitably qualified, trained, and equipped to provide the services for the Travel Products safely and competently.
(c) Punctuality and attendance
(i) You must begin and complete the services for the Travel Product according to the confirmed schedule. Delays or no-shows without prior notice may result in account review.
(ii) If a Travel Product involves pickup, meeting points, or timed access (e.g. event entry, tour departures), You must ensure timely coordination.
(d) Communication with customers
(i) You must provide customers with clear pre-arrival information, such as:
(A) meeting location and time;
(B) contact details for the day; and
(C) what to bring or prepare (e.g. attire, ID, health forms).
(ii) You must respond to customers’ enquiries and messages promptly, ideally within 24 hours.
(e) Service issues and disruptions
In the event that a Travel Product must be cancelled, delayed, or changed for any reason (e.g. weather, minimum attendance not met), You must:
(i) inform WeOz and the affected customers as early as possible, at least 72 hours before the scheduled time for the Travel Product;
(ii) offer alternative arrangements or rescheduling if possible; and
(iii) provide a refund (if legally required under the Australian Consumer Law).
(f) Subcontracting and substitution
(i) You may not transfer, subcontract, or delegate the delivery of services for the Travel Product to third parties without prior disclosure, unless such arrangements are clearly explained in the listing.
(ii) Any third parties involved in services delivery for the Travel Product must meet the same standards and legal requirements as imposed on the primary Vendor under these Terms.
(g) Service quality monitoring
(i) We may monitor service performance through reviews, complaint resolution history, and direct customer feedback.
(ii) Vendors with consistently poor performance, excessive cancellations, or unresolved disputes may be suspended or removed from the Platform.
3.4 Insurance
(a) You must take out and maintain in force at all times the following insurances during the Term:
(i) product liability insurance cover of no less than $[10 million] in aggregate and $[2 million] for each claim;
(ii) [any other insurance required];
(b) You must provide us with copies of any such policies within a reasonable period of our request.
(a) You agree that the Commission will be payable to WeOz for each order of your listed Travel Product placed via our Website.
(b) If requested by WeOz via the Vendor Portal, you must upload accurate information in relation to each completed order of your Listed Travel Product (including but not limited to the amount of the payment and the type of the Travel Product) on the ‘Payout’ page so that WeOz can process your Payout under clause 4.1(c) accordingly. [SBA4]
(c) You authorise us to process transactions on your behalf between you and customers of your Travel Products, whereby:
(i) we will receive sales proceeds on your behalf for your Travel Products sold on the Website;
(ii) we will deduct any applicable Fees[SBA5] (including the Commission) and any other charges, refunds (including refunds provided by us to customers in accordance with clause 5.1) or other permitted deductions or adjustments made in accordance with this Vendor Agreement (Permitted Deductions) from such proceeds;
(iii) if insufficient proceeds are available for such deductions under clause 4.1(b)(ii), then (1) we may offset any amounts owing to us from any future sales proceeds; or (2) you must pay to us any such amounts within 14 days of being notified; and
(iv) subject to 5.1(d), we will remit sales proceeds (less any Permitted Deductions) to your Nominated Bank Account in accordance with this Vendor Agreement 20 business days after the relevant Travel Product have been delivered to the customer.
You acknowledge and agree that:
(a) it is your responsibility to calculate and determine and pay the amount of any necessary taxes associated with your use of our Platform. We bear no responsibility for or liability to you in relation to any taxes paid or payable in relation to the sale of your Travel Products;
(b) where applicable, you warrant you are registered for GST and will remain so for as long as you sell Travel Products on our Platform;
(c) your sales price must include GST where applicable;
(d) our Fees include / exclude [SBA7] GST where applicable, and we are entitled to recover from you and you must pay the amount of any GST payable under the GST Act for any taxable supply made under this Vendor Agreement;
(e) you are responsible for providing customers invoices for your Travel Products where required under the GST Act;
(f) you must not issue a tax invoice for the Services. We will issue you with a recipient created tax invoice in respect of supplies made under this Vendor Agreement; and
(g) each party warrants that it is registered for GST (where applicable) and will notify the other if at any time it ceases to be registered.
4.3 Currency conversion and international vendors[SBA8]
(a) If your Nominated Bank Account is with an overseas bank, conversion fees may apply, and you will receive funds in the local currency at the prevailing exchange rate set by the payment processor.
(b) We are not liable for currency fluctuations, bank fees, or conversion losses.
5 Customer services and cancellations
(a) Where a customer raises a query or complaint with us or with you, you must resolve the incident with the customer in accordance with the Australian Consumer Law and our Policies. Depending on the nature of the complaint, any pending payment for the Travel Products which are the subject of the complaint may be put on hold until the complaint is resolved.
(b) If a customer feels their complaint has not been resolved by you, they may raise a dispute with us. You agree and authorise us to handle the customer’s complaint at our reasonable discretion, but in accordance with our Policies as updated by us from time to time. This authorisation extends to issuing the customer with a refund for the Travel Products. All refunds provided under this clause are Permitted Deductions in accordance with clause 4.1.
(c) We reserve the right to approve or issue a refund directly to the customer in the following situations:
(i) you are unresponsive or refuse to engage in good faith;
(ii) your policy contradicts the customer’s rights under the law; and
(iii) the service experience for the Travel Product was significantly below standard or breached our Policies.
(d) We may delay Payouts if there is:
(i) a complaint from or dispute with customers;
(ii) suspicion of fraud, breach of this Vendor Agreement, or violation of law; or
(iii) an incomplete or inaccurate Nominated Bank Account.
5.2 Vendor cancellation policy
(a) You must clearly define your cancellation and refund policy within each listing, including:
(i) cut-off times for free or partial cancellation (e.g. 24, 48, or 72 hours before the scheduled time);
(ii) applicable cancellation fees or non-refundable amounts (if any); and
(iii) conditions under which a full refund may apply (e.g. illness, extreme weather, or other Force Majeure Events).
(b) Cancellation terms must be reasonable, fair, and not inconsistent with consumer rights under Australian Consumer Law.
5.3 Customer-Initiated cancellations
(a) When a customer cancels a booking, you must honour the applicable cancellation policy as stated in the listing.
(b) If a customer is entitled to a full or partial refund, you agree that WeOz may process the refund on your behalf and adjust your Payout accordingly.
5.4 Vendor-initiated cancellations
(a) You must avoid cancelling confirmed bookings unless absolutely necessary.
(b) If you must cancel due to unforeseen circumstances, you must:
(i) notify us and the affected customers immediately;
(ii) offer an alternative date or time where possible;
(iii) fully refund the customers if the Travel Product cannot be rescheduled or replaced; and
(iv) bear the cost of any platform fees or refund processing charges (if applicable).
(c) Frequent or last-minute cancellations by you may result in:
(i) loss of visibility or ranking on the Platform;
(ii) temporary suspension; or
(iii) permanent removal from the Platform.
5.5 Force Majeure Events
(a) In cases of a Force Majeure Event, you or the customers may cancel the booking for the affected Travel Product(s).
(b) You must notify us and affected customers as early as possible and provide reasonable documentation if required.
5.6 Customer satisfaction and reputation
(a) You are encouraged to resolve issues amicably and offer goodwill gestures or rebooking options when reasonable.
(b) Maintaining positive feedback and a low dispute rate is critical to vendor performance evaluation and ongoing access to the Platform.
6.1 WeOz Content
You acknowledge that all Intellectual Property Rights in the Website, the Platform and the Services and all materials provided by us as part of the Services, including but not limited to text, graphics, photos, logos, button icons, images, trade marks, audio and audio visual clips, databases, data compilations, data and software (but excluding any content uploaded by you) (together the WeOz Content) are (as between you and us) owned and controlled by or licensed exclusively to us. You may not copy, adapt, display, communicate to the public or otherwise use any WeOz Content except as enabled and permitted by us as part of the Services.
6.2 Vendor Content
(a) We acknowledge that all the Intellectual Property Rights in our Services and the WeOz Content do not include the Intellectual Property Rights in the Vendor Content.
(b) By uploading or submitting the Vendor Content to the Platform, you grant WeOz a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, distribute, and modify such content for the purposes of (including but not limited to):
(i) marketing and promoting your Travel Product;
(ii) displaying listings on the Platform;
(iii) enhancing user experience and searchability; and
(iv) sharing content on social media and other marketing channels.
(c) We will store and use the Vendor Content in accordance with our Privacy Policy (where applicable), which can be viewed on the Website.
6.3 Vendor warranties
By submitting the Vendor Content, you represent and warrant that:
(a) you are the rightful owner or authorised licensee of the content;
(b) the content does not infringe any intellectual property rights, privacy rights, or publicity rights of any third party; and
(c) the content is accurate, lawful, and free of defamatory or misleading material.
6.4 Customer Database[SBA9]
(a) You acknowledge and agree that our customer database, including customer names, email addresses, delivery addresses, contact details and order history (Customer Database) remains WeOz’s property, and for the purposes of this Vendor Agreement, we grant you a limited, revocable, royalty-free right and licence to use the Customer Database solely for the fulfilment of your obligations under this Vendor Agreement, namely fulfilling orders to customers.
(b) You must not without our express written permission in relation to the Customer Database use, copy, reverse engineer, or compile data from the Customer Database, distribute, sell, commercialise or disclose the Customer Database or any elements thereof, or otherwise use the Customer Database to market your goods, company or services other than as expressly provided for in this Vendor Agreement.
7 Reviews and feedback
7.1 Customer reviews and ratings
(a) After a Travel Product is delivered, customers will be encouraged to leave a review and rating based on their personal experience.
(b) Reviews may include written feedback and a star rating (e.g. 1 to 5 stars).
(c) All reviews are publicly visible and help other customers make informed decisions.
7.2 Vendor conduct regarding reviews
You must:
(a) refrain from disputing or requesting removal of genuine negative feedback unless it violates review guidelines;
(b) avoid taking any retaliatory action (such as blocking or refusing future service) based on a customer’s review;
(c) not offer incentives (e.g. discounts, free items, upgrades) in exchange for a positive review;
(d) not post fake or misleading reviews, whether for your own listings or competitors; and
(e) not encourage customers to remove or change a review in exchange for compensation.
Violations may result in the review being removed and/or the Vendor’s account being suspended or terminated.
7.3 Review moderation
(a) We do not alter or censor customer reviews unless they:
(i) contain offensive, discriminatory, or abusive language;
(ii) include personal contact information or violate someone’s privacy; or
(iii) are demonstrably fake or spam.
(b) We reserve the right to remove inappropriate reviews at our sole discretion.
7.4 Role of reviews in vendor performance
(a) Reviews and ratings contribute to a Vendor’s reputation and visibility on the Platform.
(b) Consistently poor reviews may result in reduced search ranking, limited booking visibility, or account review.
(c) Vendors with high ratings may receive additional promotional opportunities through the Platform.
(a) You must take all reasonable actions to maintain the confidentiality and secrecy of any Confidential Information retained by you.
(b) ‘Confidential Information’ means:
(i) these Terms; and
(ii) information in, arising out of, or associated with WeOz and the Platform that is not generally known or readily ascertainable through lawful means, whether tangible or intangible, including ideas, concepts, formulas, algorithms, know-how, techniques, methods, processes, programs, designs, prototypes, systems and trade secrets.
You will not:
(a) disclose any Confidential Information to any third party; or
(b) use or disclose any other technical or business information disclosed by us to you, except to the extent that:
(i) you can document that it is or becomes part of the public domain through no fault of yours; or
(ii) it is lawfully obtained by you from another person without any restriction as to use and disclosure.
(a) To the maximum extent permitted by law and subject to clause 10, you acknowledge and agree that:
(i) it is a condition of accessing the Services that we shall not be liable for any harmful effect that accessing the Services may have on you, and you agree that you access and use the Services entirely at your own risk; and
(ii) we make no representations, warranties or guarantees of any kind in respect of the Services or any content available through the Services, and all conditions, warranties and representations express or implied are hereby excluded to the full extent permitted by law.
(b) Without limitation to the generality of the foregoing and to the maximum extent permitted by law, whether in contract, tort (including, without limitation, negligence), breach of statutory duty, or otherwise:
(i) we will not be liable to you for any loss or damage arising under or in connection with:
(A) use of, or inability to use, the Services; or
(B) the acts or omissions of any other user of the Platform;
(ii) we will have no liability to you for any indirect or consequential losses of any kind or for any loss of revenue, profit, business opportunity, contracts, data or goodwill (whether direct or indirect) arising out of or in connection with these Terms, and/or the Services; and
(iii) our total liability to you in respect of any and all loss and/or damage arising out of or in connection with these Terms, and/or the Services, will be the Fee paid by you to WeOz for the use of the Platform in the 3 months preceding the last event giving rise to the liability.
(c) The liability of a party for loss or damage sustained by another will be reduced proportionately to the extent that such loss or damage has been caused by another party’s failure to comply with its obligations and responsibilities under these Terms and to the extent that the negligence or other wrongful act or omission of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other party for breach of contract or for negligence or under an indemnity.
(d) WeOz may link to or integrate with third-party tools, software, or websites, but we are not responsible for the actions, terms, or performance of such third parties. You use third-party integrations at your own risk and subject to the terms of the third party.
(a) If you are a ‘consumer’ within the meaning of the Australian Consumer Law, nothing in these Terms is intended to remove your rights under the Australian Consumer Law, including to statutory guarantees that may apply to the Services and anything else supplied by us under these Terms. If we are entitled to limit the remedies available to you for breach of such guarantees, we expressly limit our liability as set out below.
(b) You agree that WeOz’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to any goods or services supplied under these Terms is limited to, at the option of WeOz, one or more of the following: (i) the supply of equivalent services; or (ii) the payment of supplying the services again.
11.1 Indemnity by you
To the extent permitted by law, you agree to indemnify, hold harmless and defend us from and against all third-party claims, liabilities, damages, expenses and costs that we may suffer or incur as a result, whether directly or indirectly, of:
(a) any breach or alleged breach of these Terms or any other terms applicable to the Services by you;
(b) your access, use or misuse of the Services;
(c) any actual or alleged misrepresentation, negligence, or wilful misconduct by you;
(d) your failure to provide the Travel Products as described in your listings;
(e) any personal injury, illness, property damage, or loss suffered by a customer or third party in connection with your Travel Products;
(f) your failure to comply with applicable laws;
(g) the infringement by you or any third party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your Vendor Content;
(h) your breach or alleged breach of any agreement between you and customers; or
(i) any claim made against us, by any party, arising out of or in connection with any breach of these Terms or other act or omission by you.
11.2 Our rights
We reserve the right to assume the exclusive defences and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims.
11.3 Customer interaction and release
If you have a dispute with a customer, you release us from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including any type of damages unless such a dispute is caused by WeOz’s wilful breach of these Terms.
12.1 Term
This Vendor Agreement will commence on the Commencement Date and continue until it is terminated in accordance with this clause 12.
12.2 Termination for convenience
Either party may terminate this Vendor Agreement for any reason by giving [30] days’ notice in writing. During any such notice period, each party must continue to meet its commitments and perform its obligations under this Vendor Agreement.
12.3 Termination for cause
Either party may terminate this Vendor Agreement with immediate effect only if:
(a) the other party breaches any material term of this Vendor Agreement and fails to remedy that breach within 14 days after receipt of written notice requiring it to do so;
(b) the other party commits a series of persistent minor breaches, which amount to a material breach when viewed collectively; or
(c) where an insolvency event occurs in relation to the other party.
12.4 Obligations after termination
In the event this Vendor Agreement terminates for whatever reason:
(a) all Fees, Permitted Deductions and any other agreed payments or charges owing to us by you will become immediately due and payable and will be deducted by us from your sales proceeds. In the event of any shortfall, you must pay us the amount of any shortfall within 14 days of being notified;
(b) your listings will be removed from the Website; and
(c) you will still be required to fulfil orders placed by customers prior to termination (unless the order has been cancelled by WeOz) and comply with all legal obligations relating to your Travel Products.
We may, in our sole discretion, terminate or temporarily suspend your password, account (or any part thereof) or use of the Services without notice if you are in breach of these Terms or if we believe in our reasonable discretion that your use of the Services is unsuitable in any way.
12.6 Survival
This clause 12 together with Clauses 4 (Fees and payment terms), 6 (Intellectual Property), 8 (Confidentiality), 9 (Limitation of liability), 11 (Indemnity and release) and any other terms which by their nature should continue to apply, will survive any termination of these Terms.
13 General
13.1 Assignment
(a) We may assign, subcontract, or otherwise transfer any or all of our rights and obligations under these Terms by providing you with reasonable notice.
(b) You may not assign, subcontract or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.
13.2 Electronic execution
(a) The Vendor Agreement is properly executed if each party executes either this document or an identical document. In the latter case, the Vendor Agreement takes effect when the separately executed documents are exchanged between the parties. Delivery of an executed counterpart of the Vendor Agreement by PDF file (portable document file) will be effective as manual delivery of an executed counterpart of the Vendor Agreement.
(b) Subject to compliance with applicable laws, the Vendor Agreement may be executed electronically and an executed electronic copy of the same will serve as a legal and binding contract with the same force and effect as the original.
13.3 Force majeure
Failure by us to perform any of our obligations under these Terms (or a delay in such performance) due to a Force Majeure Event, will not constitute a breach of these Terms. We will:
(a) promptly give you notice of the Force Majeure Event and an estimate of the non-performance and delay;
(b) take all reasonable steps to overcome the effects of the Force Majeure Event; and
(c) resume performance as soon as practicable after the Force Majeure Event no longer affects any party,
provided that if a Force Majeure Event continues for a period of 30 days or more, you may terminate the Services with immediate effect by providing notice to us.
You agree that these Terms are governed by the law of the State of Victoria, Australia and you consent to the courts of Victoria, Australia having exclusive jurisdiction over any disputes arising in respect of or in relation to these Terms and your use of the Services.
13.5 Notice
Unless otherwise stated, any notices must be given by email to our email address or your email address as set out in the Commercial Terms. Any notice is deemed to be received 24 hours after the email is sent unless that email address is invalid or undeliverable. Each party must notify the other party of any changes to the contact details as soon as practical.
13.6 Severance
If any provision or part of a provision of these Terms is held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction, such provision will be deemed severed from these Terms and the remainder of these Terms will remain in full force and effect.
13.7 Waiver
A waiver of any right under these Terms is only effective if it is in writing and signed by the party granting it.
13.8 Dispute resolution
(a) Before initiating legal proceedings, both parties agree to make reasonable efforts to resolve any dispute through informal negotiations and, if necessary, good faith mediation.
(b) If mediation is required, it will be conducted in Victoria, Australia, unless otherwise agreed in writing by both parties.
14 Definitions
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Commencement Date means the commencement date as set out in the Commercial Terms.
Commercial Terms means a document which includes all the variable commercial terms which are agreed between the parties.
Commission means the commission rate as set out in the Commercial Terms.
Fees means the Commission, and any other fees or costs that are payable by you to us in accordance with the Vendor Agreement.
Force Majeure Event means any unforeseeable event or occurrence which is beyond the reasonable control of the affected party, including strikes, failure of a utility service or transport or telecommunications or wireless network, natural disasters, acts of God, wars, terrorism, riots, civil commotion, malicious damage, pandemics, epidemics, compliance with any law or governmental order, rule, regulation or direction, accident, or breakdown of plant or machinery.
GST Act means A New Tax System (Goods And Services Tax) Act 1999 (Cth).
Intellectual Property Rights means:
(a) all rights conferred by statute, common law or in equity and subsisting anywhere in the world in relation to:
(i) registered and unregistered copyright;
(ii) inventions (including patents, innovation patents and utility models);
(iii) registered and unregistered designs;
(iv) registered and unregistered trade marks; and
(v) circuit layout designs and rights in databases, whether or not any of these are registered, registrable or patentable;
(b) any licence or other similar right from a third party to use any of the above;
(c) any applications and the right to apply for registration of any of the above; and
(d) any rights of action against any third party in connection with the rights in paragraphs (a) to (c) above, including any right to claim (and retain) any damages and other remedies (including an account of profits) for infringement,
whether or not such rights are registered or capable of being registered, including those created before these Terms were accepted by you, but excluding moral rights and similar personal rights which by law are non-assignable.
Nominated Bank Account means the bank account details nominated by you as set out in the Commercial Terms to receive the sales proceeds of your listed Travel Products on the Website.
Payout means the net amount after deducting all the Permitted Deductions in clause 4.1(b)(ii).
Permitted Deduction is as defined in clause 4.1(b)(ii).
Policies means the content policy, data security policy, [insert more[SBA10] ] and any other policies published by us from time to time;
Privacy Policy means our privacy policy located here [insert] as updated from time to time;
Travel Products means one or more of the following travel products which are provided by you to customers (as applicable):
(a) experience tour products;
(b) entertainment tour products;
(c) food tour products and/or dining services;
(d) attractions and transportation services;
(e) travel insurance packages;
(f) hotels and accommodations; and
(g) any other related products or services that you will offer on the Platform from time to time.
Terms means the Vendor Terms of Use for WeOz Platform as updated by us from time to time.
Vendor Content means all data you make available to us or maintained through use of our Services.
[SBA1]Please confirm if this is acceptable to WeOz. We have reserved the vendor’s right to terminate if WeOz unilaterally amends the Terms - this is to mitigate the potential unfair contract terms risks under the Australian Consumer Law. Do you also want the right to unilaterally vary the Commercial Terms?
Are you okay with 60 days’ notice? Otherwise, we can amend this clause with a shorter notice for variation (e.g., 14 days) and a shorter notice period for termination in clause 12.2. Please confirm.
[SBA2]Will WeOz always charge fees for translation services?
[SBA3]Will WeOz prepare a separate content policy?
[SBA4]Mike - please review and confirm if this is consistent with WeOz’s current manual payout process.
[SBA5]Other than the Commission, what other fees will WeOz charge?
[SBA6]Please confirm with your tax advisor / accountant if our draft clause below is consistent with the tax arrangement between WeOz and the vendors.
[SBA7]WeOz to confirm.
[SBA8]Binh / Mike - is this applicable to WeOz?
[SBA9]Please confirm if WeOz would like to own the Customer Database.
[SBA10]WeOz to confirm what will be the applicable policies for the Vendors.
