roamfree.com - Terms And Conditions

Terms and Conditions of

Supplier Agreement

In this agreement "We/Us/Our/Roamfree" means Roamfree Asia Pacific Pty Ltd (ACN 139 374 422). By supplying details to Roamfree, the Supplier ("You") agree to the following terms and conditions:

1 Term

This Agreement commences on the Commencement Date and continues until termination of this agreement by either party giving notice to the other pursuant to clause 10.

2 Access

In consideration of you supplying Inventory and Accommodation Data ("data") by the listing of your property, Roamfree will publish this data on the Global Accommodation Search database and provide access to its Affiliate Reseller Network.

We will provide the internet gateway for the Customer to book and pay direct with you unless you have opted for Global Accommodation Search to collect payment on your behalf.

3 Supplier’s Obligations

3.1 The Supplier must:

(a) Supply inventory and data to Roamfree’s Global Accommodation Search Database to be published on Global Accommodation Search and be distributed through its Affiliate Reseller Network;

(b) Pay to Roamfree the following referral fees for any bookings provided through Global Accommodation Search

i) 10% for nominated Last Minute bookings

ii) 15% for Year Round bookings

(c) Use its best endeavours each day to provide the best available retail rates for accommodation for upload via Roamfree to the Global Accommodation Search database.

(d) Have sole responsibility for the supply of inventory and data

(e) Ensure that it re-locates a Customer at its expense where an error or fault occurs from the Supplier’s uploading inventory and data that details availability of Inventory from the Roamfree Global Accommodation Search Database and no availability actually exists with the Supplier at the time of the Customers booking.

(f) Not publish, or make available, your password to any third party

(g) Agree not to transmit on or through Roamfree’s Global Accommodation Search any material that is, inappropriate, unlawful, obscene, abusive, threatening, defamatory, misleading and/or deceptive, may induce criminal activity or is a breach of intellectual property or may give rise to any civil liability.

4 Roamfree Asia Pacific Pty Ltd’s obligations & rights:

4.1 Roamfree must:

(a) Distribute the Supplier’s Inventory to On-line Customers via its website www.roamfree.com, Global Accommodation Search Database and Affiliate Re-Seller Network;

(b) Grant access to the Supplier to Roamfree’s Global Accommodation Search Database and Affiliate Reseller Network;

(c) Collect payment on your behalf and remit to you full payment, less referral fees payable and 2.2% (including GST) booking fee, within 45 days after a Customer’s departure.

(d) Provide the Customer with reservation confirmation once a booking has been made and provide the Customer with your contact details for post booking requests, cancellation and amendment of bookings.

4.2 Roamfree has the right to:

(a) remove, at its sole discretion, any offensive or inappropriate material from the Roamfree’s Global Accommodation Search database without giving notice to you

(b) Make changes, including but not limited to, enhancements amendments to Roamfree’s Global Accommodation Search without notice to you.

5 Payment of Referral Fees

5.1 You agree to pay Roamfree the Referral Fees as provided in Clause 3.1(b).

5.2 When You receive your first booking with Roamfree Global Accommodation Search or 7 days from the end of the month after your first booking We will provide you with documentation giving you a choice of the following methods for payment of Referral Fee’s:

i) Direct Debit from your designated bank account (Australia only)

ii) Credit Card Authority

iii) BPAY

iv) Direct Transfer into an account operated by Roamfree

5.3 Roamfree will provide you with a Statement of Referral Fee’s owed within 7 days from the end of each month in which the booking Customer departs their accommodation.

5.4 Upon receipt of the Statement you must notify Roamfree of any discrepancies in the amount of bookings. If you do not notify Roamfree of any discrepancies in the bookings between receiving the Statement and the time period to directly debit your account or credit card then you will be required to pay the amount specified in the Statement. Any dispute between the parties as to the Referral Fee amount will be settled in accordance with clause 13.

5.5 Roamfree may directly debit the Referral Fees from your nominated bank account or credit card14 days from the end of each month in which the booking Customers depart their accommodation.. Referral Fee’s paid by BPAY or Direct Transfer into an account operated by Roamfree are also due 14 days from the end of each month.

5.6 All amounts referred to in this Agreement are inclusive of GST.

6 Intellectual Property Rights

6.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Roamfree to the Supplier or by the Supplier to Roamfree Global Accommodation Search and its Affiliate Resellers under this Agreement.

7 Warranties

7.1 Roamfree:

(a) Roamfree does not warrant that the access to Roamfree’s Global Accommodation Search Database will meet all the Supplier’s requirements.

(b) Roamfree does not warrant that the access to Roamfree’s Global Accommodation Search or its use will be uninterrupted, virus-free, error free, continuous or fault-free as the operation of the site may be interfered with by numerous factors outside the control of Roamfree

(c) Except as expressly provided herein or by law, Roamfree makes no further warranty of any kind whether express or implied.

7.2 Supplier:

(d) You represent and warrant that you are the owner or are legally authorised to act on behalf of the owner of the Inventory.

(e) Your represent and warrant that the inventory and data complies with all applicable laws, statutes, ordinances and regulations.

8 Disclaimer and limitation of liability

8.1 To the extent permitted by law, Roamfree’s liability for breach of any implied warranty or condition, which cannot be excluded by this Agreement, is limited, at their option, to one or more of the following:

i) the cost or replacement of the access to its Global Accommodation Search Database; or

ii) the cost or repair of the access to its Global Accommodation Search Database.

8.2 Roamfree relies on the Supplier’s continued observance of this Agreement. In the event Roamfree. suffers loss or damage or incurs any costs associated with the Supplier’s breach of any of the terms of this Agreement or any associated legal obligation, then the Supplier agrees to indemnify Roamfree for those losses, damages and costs.

8.3 Roamfree its employees, agents and contractors disclaim any and all liability and responsibility to any person, whether a user of the Global Accommodation Search Database or not, in respect of anything (including, without limitation, any error in or omission from the Supplier’s use of the Global Accommodation Search Database and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content provided by Roamfree Global Accommodation Search.

8.4 Roamfree will not be liable to the Supplier for any loss, damages, cost or expense for any booking cancellations for the Supplier’s Inventory . The Supplier will be responsible for imposing any cancellation fees directly with the Customer in accordance with its usual payment terms and conditions.

8.5 Roamfree liability to the Supplier for any claims or actions arising from this Agreement will be limited to the aggregate of the Referral Fees paid by the Supplier as at the date of the claim or action under this Agreement.

9 Indemnity

9.1 The Supplier expressly acknowledges that Roamfree does not exert control over the Supplier’s use of the Global Accommodation Search Database and will at all times indemnify and keep indemnified Roamfree from and against all loss, damage, cost, charge, expense (whether in contract or in tort including and without limitation, negligence suffered by Roamfree either directly or indirectly, as a result of:

(i) The Supplier’s use of Roamfree’s Global Accommodation Search Database;

(ii) any breach of the Supplier’s obligations under this Agreement; and

(iii) any claims arising from the Supplier’s Inventory, information, or data on Roamfree Global Accommodation Search

9.2 The Supplier releases and discharges Roamfree from any action, proceeding, claim or demand which is or may be brought, made or prosecuted or threatened against Roamfree in respect of any loss of or damage that may arise either directly or indirectly in any way connected to the Supplier’s use of Roamfree’s Global Accommodation Search Database and Technology.

10 Termination

10.1 Roamfree reserves the right to suspend access or terminate the Agreement effective immediately by providing written notice, including by email, if:

(a) the Supplier commits a breach of any of the terms in this Agreement;

(b) the Supplier commits a serious or persistent breach of any of the provisions of this Agreement or performs any wrongful act or misconduct or any other wrongful or negligent act or does anything as a result of which Roamfree. shall incur liability to any person; or

10.2 The Supplier may terminate the Agreement by providing 30 days written notice if:

(i) Roamfree commits a breach of any of the terms in this Agreement;

(ii) Roamfree becomes, threatens or is in jeopardy of suffering an Insolvency Event.

11 Privacy

11.1 The parties undertake to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement.

11.2 The parties shall:

(i) observe the National Privacy Principles under the Privacy Act 1988 (Cth); and

(ii) not disclose, use or hold any Personal Information in breach of the Privacy Act 1988 (Cth).

11.3 A party will indemnify and keep the other indemnified against all costs (including reasonable legal costs) expenses, losses, claims, orders and determinations suffered or incurred by, or made against, a party as a result of the other party not complying with its obligations, determinations or orders regarding privacy.

12 Governing Law and Jurisdiction

This Agreement is governed by and is to be construed in accordance with the law applicable in Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

13 Dispute Resolution

13.1 In the event a dispute shall arise between the parties then the parties agree to use their best endeavours to resolve such dispute within a period of fourteen (14) days from the time either gives to the other notice in writing of the dispute.

13.2 In the event such dispute shall arise and has not been resolved in accordance with clause 13.1 then, provided that such dispute arises out of or relates to this Agreement or the breach, termination, validity or subject-matter thereof, the parties agree to use their best endeavours to settle the dispute by mediation by a Mediator appointed by the President of the Queensland Law Society.

14 Holiday Houses and Private Apartments

14.1 All Holiday Houses and Private Apartments must be listed in the "Holiday House & Private Apartments" section of roamfree.com and affiliated sites.

14.2 Property names for privately owned apartments will be amended to the following formats:

Building Name, apartment number, (Private Apartment) eg The Oval, Unit 20143 (Private Apartment)

Building Name, Property group name, (Private Apartments) eg The Oval, Roamfree Real Estate (Private Apartments)

Building Name, Apartment Size (Private Apartments) eg The Oval, 2 Bedroom (Private Apartments)

Building Name, Floor Number (Private Apartment) eg The Oval, Level 20 (Private Apartments)

14.3 Properties will be listed as "Self Rated", unless you have an official AAA Tourism STAR rating for your individual unit/s.

14.4 All Holiday Houses and Private Apartments will need to have very specific and clear check-in instructions on your roamfree listing including key collection details. This can be entered into your Roamfree account within the Property Details > Detail Page > Check In Instructions section. Note: Phone numbers and web addresses are not permitted in this section.

14.5 All Holiday Houses and Private Apartments must provide Roamfree with 2 contact phone numbers and an active email address.

14.6 If you own or manage several apartments at one physical address, they cannot be listed individually on the website. eg, if you manage 6 apartments in "The Oval" you will have one listing for The Oval, but several rooms in your listing (one for each apartment).

14.7 If you choose to list your Private Apartment with Roamfree and the building managers choose to also list the "Main" property on roamfree, it will be their discretion as to whether or not you can appear on roamfree.com and affiliated sites due to the potential conflict of interest.

14.8 Please check your images in order to ensure that they are representative of all apartments within your portfolio of units.

Schedule 1 – Definitions

Definitions

Agreement	means this Inventory Supply Agreement;
Affiliate Reseller Network	means any seller or reseller of accommodation;
Commencement Date	means the date the Suppliers property is listed and validated by Roamfree Asia Pacific Pty Ltd, whichever is the latter.
Customer	means a customer of a Party;
Data	Means Accommodation Data that pertains to the property listing and includes, but is not limited to, suppliers details, rates, rate plans or packages, cancellation policies, amendment policies, property and room features that the Supplier offers to the public through Roamfree Global Accommodation Search.
GST Act	means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
GST Law	means the GST Act and any associated legislation including, without limitation, delegated legislation;
Intellectual Property Rights	means any rights associated with inventions, copyrights, designs, trademarks, trade names, service marks, indicia of origin, business names, patents, petty patents and licences and including any right to apply for any of the above rights;
Inventory	means the products or accommodation being supplied by the Supplier and includes, but is not limited not, rooms in hotels, motels, serviced apartments, bed and breakfasts and other accommodation types.
Party	means a Party to this Agreement who has agreed to the terms and conditions herein