Introduction
1.1 These terms and conditions (Terms) govern the use by Venue Partners of the VenueNow Service and Platform. A Venue Partner is any person, entity or organisation who agrees to these Terms and utlises the VenueNow Service as a provider of Event Services for a purpose of an Event (Venue Partner, you, your).
1.2 The VenueNow Service is the referral of Clients by VenueNow to Venue Partners for the purpose to book and host an Event (VenueNow Service).
1.3 The VenueNow Service is provided by Spare Group Pty Ltd (ACN 607 830 302) trading as VenueNow (collectively, we, us and our) to Venue Partners and Clients.
1.4 To access and use the VenueNow Service as a Venue Partner, you need to agree to and comply with these Terms, including the commission and fees payable to us outlined in clause 4. If you do not agree to any part of these Terms, you have no right to use our Platform.
1.5 If you are accessing the VenueNow Service on behalf of a Venue Partner, you warrant that you are lawfully authorised to do so by that Venue Partner and to commit that Venue Partner to these Terms.
Definitions and Interpretation
2.1 In these Terms, the following meanings apply:
Booking means when a Client has agreed to purchase and utlisie your Event Services. This agreement may be in the form of a written contract, booking form or payment of a deposit.
Client means an individual, organisation or company who utilises the VenueNow Service for the purpose of finding and booking a Venue or Event Services.
Enquiry means when a Client contacts VenueNow or a Venue Partner for the purpose of booking Event Services.
Event means the provision of Event Services for a set period of time to a Client and their attendees.
Event Services means the provision of room hire, accommodation, food, beverage or related services in connection with an Event.
GST means a goods and services tax imposed by or through A New Tax System (Goods and Services Tax) Act 1999.
Indirect Loss means any Loss which does not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).
Intellectual Property Rights means intellectual property right at any time protected by statute or common law in Australia or elsewhere in the world and whether registered or unregistered, including copyright, trademarks, patents and registered designs.
Law means any Commonwealth, State, Territory or local government legislation in force in Australia, including regulations, by-laws, declarations, ministerial directions and other subordinate legislation, and the common law in Australia.
Loss includes any liability, damage, costs (including legal costs on a solicitor and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.
Platform means the VenueNow platform available at https://venuenow.com or such other sites or mobile applications operated by us from time to time which allows you to access and use the VenueNow Service.
Venue means a property that offers Event Services.
VenueNow Account means the online account accessible via the Platform to which you can advertise your Venue and Event Services to Clients and manage Enquiries.
2.2. In these Terms, unless the context otherwise requires, the singular includes the plural and vice versa.
Your Obligations
3.1 You are solely responsible for the provision of the Event Services to Clients in relation to their Event. We have no obligation to you or to Clients other than the provision of the VenueNow Service and Platform.
3.2 You authorise us to share your Venue name, contact person’s name, email address, phone number and physical address with the Client, in respect to offering the VenueNow Service.
3.3 You will charge the Client for the Event Services the equivalent if the Client had enquired and booked directly with you.
3.4 If requested by us, you must provide to us a copy of the booking agreement between you and the Client within 72 hours of our request. This may be in the form of an agreement, email, booking form, contract or invoice between you and the Client.
3.5 You will comply with all applicable Laws when using the Platform and providing the Event Services
3.6 You grant to us a royalty-free, non-exclusive licence to use your name together with your images and other information in your profile on the Platform for the purpose of promoting you on the Platform while you are a Venue Partner, offering your Event Services to potential Clients and general marketing of the Platform and our business.
3.7 You warrant that all information so provided and any information provided when you register as a Venue Partner, is true, accurate and complete and you have the authority to provide such information.
3.8 You are responsible for ensuring that your Venue and Event Services are suitable for the purpose for which you make it available for use by Clients.
3.9 You grant us the right to modify or remove any information which you provide on the Platform where we reasonably form the view that such information is not accurate, suitable or appropriate for the Platform.
3.10 You are responsible for the management of your VenueNow Account, including the listings of your Venue and Event Services, ensuring the information advertised is accurate and appropriate for the purposes in which they are advertised.
3.11 During and for a period of 12 months following when you cease being a Venue Partner you must not adversely interfere with the relationship between us and our Clients, employees, contractors or suppliers.
3.12 You must not, in relation to your use of the Platform or VenueNow Service:
(a) create an account for a Venue Partner that you are not authorised to represent;
(b) interrupt or attempt to negatively impact or alter the operation of the Platform in any way;
(c) engage in any other practices which may adversely affect the credibility or reputation of the Platform and/or us;
(d) use the Platform in a way that violates applicable Laws, that violates the Intellectual Property rights or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
(e) reverse engineer, decompile or disassemble the Platform or use the Platform to develop a solution that is the same or substantially similar to the Platform;
(f) use any automated device, software, process or means to access, retrieve, scrape, or index our Platform or any content on our Platform;
(g) except as permitted under this agreement, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell any information, content, software, or materials made available through the Platform; or
(h) engage in misleading or deceptive conduct or any other conduct that would contravene the Australian Consumer Law.
3.13 You agree to the VenueNow privacy policy which is available at https://venuenow.com/privacy.
3.14 If you use the optional online booking feature via the Platform, you agree to the terms outlined in Schedule A.
Commission & Fees
4.1 A Referral Fee is a fee payable by you to us when you receive an Enquiry via VenueNow for your Event Services, and the Enquiry subsequently turns into a Booking (Referral Fee).
4.2 The Referral Fee is equal to 10% (inclusive of GST) of the Final Spend, this being the total monies paid by the Client to you on any room hire, accommodation, food, beverage or related services connected to the Event as calculated at the conclusion of the Event (Final Spend). Third party services such as security or AV procured by you for the purpose of the Event are excluded from this fee.
4.3 For the purposes of clause 4.1, the point in time you receive the Enquiry shall be deemed to have occurred in the first instance of either:
(a) when a Client has first sent an Enquiry through our Platform in relation to your Venue or Event Services; or
(b) when a VenueNow representative first attempts to get in touch with you by email, telephone or via our Platform on behalf of a Client; or
(c) when a VenueNow representative first recommends any of your Venues or Event Services in writing to a Client whether through an email, text, chat or via our Platform.
4.4 Our Referral Fee is not payable to us when:
(a) you can provide written proof that the Client enquired to you for the same Event prior to the first instance stipulated in clause 4.3. The written proof must include a timestamp, details of the proposed Event and the contact information of the Client, and must be sent to us within 3 business days from receiving the Enquiry from us; or
(b) an Event was cancelled and all monies you have received in relation to the Event is refunded to the Client.
4.5 At the conclusion of the Event, you must provide us with evidence of the Final Spend within 72 hours of our request. This may be in the form of an agreement, email, booking form, contract or invoice between you and the Client.
4.6 Once the Final Spend has been confirmed by us, we will then issue an invoice for our Referral Fee. Unless authorised in writing by us, you agree to pay the Referral Fee invoice within 21 days from issue.
4.7 You must keep the details and the amount of the Referral Fees confidential and you must not disclose the Referral Fee to a Client, or, charge a Client a separate amount representing any Referral Fee payable by the Venue Partner to us for the VenueNow Services.
4.8 If the Event is cancelled, or the Client fails to make payment of the Final Spend within 14 days of the conclusion of the Event, we have the right to calculate the Referral Fee based on the monies collected to date by you including any deposits.
4.9 Any invoices overdue by 14 days will incur a late payment fee due immediately. This is calculated as 10% of the total overdue amount. An additional 10% late payment fee will apply every 28 days until the funds are received by us.
Liability Limitation and Indemnity
5.1 Terms, conditions and warranties implied by Law which cannot be excluded, restricted or modified apply to these Terms to the extent required by Law.
5.2 Subject to clause 5.1, we are not liable for any Loss suffered or sustained by you or a Client in connection with the provision of the Platform:
(a) whether arising as a result of breach of contract, in tort (including negligence) or under statute; and
(b) whether or not arising pursuant to an indemnity in these Terms.
5.3 Neither party will be liable to the other party (or any other person) for any Indirect Loss arising from a breach of these Terms or otherwise in connection with the provision of the Platform.
Communication, Termination and Suspension
6.1 If you wish to communicate with us about the Platform, termination or your experience as a Venue Partner, you may do so by contacting us by email at venue@venuenow.com
6.2 You may terminate this agreement at any time by giving us 14 days’ written notice. The notice should be sent to the email stipulated in clause 6.1 and must specifically state which account you would like to terminate.
6.3 We may terminate or suspend your account at any time by giving you written notice at our own discretion.
6.4 Upon termination, you will still be required to pay the Referral Fee as per clause 4, for any Bookings you have confirmed whilst you were a Venue Partner.
General
7.1 You are not entitled to take the benefit of any ideas, suggestions, enhancement requests, recommendations or other feedback provided by you to us in connection to the Platform.
7.2 We may, at any time, enhance and/or alter the features of the Platform or VenueNow Service at our sole discretion.
7.3 The Intellectual Property Rights in the Platform and any other information or materials that are supplied by us to you in connection with your use of the Platform remain the exclusive property of us and our third-party licensors.
7.4 We reserve the right to monitor your use of the Platform for the purpose of ensuring that the Platform is functioning as we intended and that users are complying with these Terms.
7.5 Each party must (at its own expense) do all things as the other party asks as may be reasonably required or necessary to give the other party the full benefit of any obligations owed to the other party and expressed in these Terms.
7.6 The rights and obligations in clauses 3.9, 4, 5, 6 and 7, and will survive the termination or expiry of these terms and conditions.
7.7 All or any part of these terms and conditions that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions.
7.8 These Terms are governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales in connection with all matters concerning these Terms.
7.9 Neither party may use, display, publish, refer to or infringe any of the other party’s Intellectual Property Rights, without the other party’s prior written consent. Neither party may, in connection with this agreement, be party to any act or thing or say or cause to be said anything that is prejudicial to the goodwill, commercial reputation or overall public image of the other party.
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Schedule A - Online Booking
1. The Online Booking feature allows Clients to make a Booking and pay for Event Services directly on the Platform. The Venue Partner may accept or reject the request at their discretion. This is an optional feature that a Venue Partner may elect to use.
2. If you use the optional Online Booking feature, you agree:
(a) when a Client books and pays for Event Services through the Platform, an agreement will come into existence between the Client and the Venue Partner (V&G Terms). That agreement contains terms and conditions which is available at https://venuenow.com/terms-and-conditions;
(b) you are bound by the terms and conditions prescribed within the VP&G Terms;
(c) a Booking for the Event Services is confirmed when the Client receives a confirmation email that the booking has been confirmed by the Venue Partner. The Booking confers on the Client a licence to access and use your Venue and Event Services for the period specified in the Booking. In this period, you must allow the Client to access and use the allocated Venue and its related Events Services without interference and interruption. Your obligations to the Client are no different to those that you would have had you hired, leased or rented your Venue, or purchased your Event Services, on a more formal or direct basis to the Client;
(d) permit us to promote the use of your Events Services and manage the Client's Bookings through the Platform, including the invoicing and collection of monies payable by the Client in respect of their use of your Event Services. This permission commences on the date you register as a Venue Partner on the Platform and ends when your registration as a Venue Partner ceases;
(e) permit us to invoice and collect, on your behalf, the monies owed to you and payable by a Client in respect of your Event Services as advertised via the Platform;
(f) we will engage a reputable third-party online payment facilitator to enable a Client to pay for the Event Services without us storing their financial details. In order to receive payment, we will set up an account on your behalf with the third-party online payment facilitator as it will be through this account that we pay amounts owed to you;
(g) the monies owed to you as per clause 2 (e) will be transferred to your Australian bank account within 48 hours of the conclusion of the Event (Payout);
(h) you will need to provide us with your Australian bank account details in order for us to initiate a Payout to you. Failure to provide these details prior to Payouts will result in non-payment to your account and will forfeit your right to receive the monies owed to you;
(i) you will pay a fee to us equal to 10% (inclusive of GST) of the total monies processed via the Platform (Online Payment Fee). The Online Booking Fee will be deducted from your payout prior to transferring the payment to you. The Referral Fee as per clause 4 will not apply; and
(j) we do not guarantee the obligations of Clients and it is your responsibility to maintain insurance no less than the minimum statutory amount required in respect of a Venue and Event Services in the event that damage is caused by Clients to your Venue or Event Services.