Hello and welcome to Vyne.
1. Who is who in the Zoo
1.1. Vyne.com.au is a website (Site) operated by Vyne Pty Ltd ABN 60 636 896 663 (we, us and our). To contact us, please email email@example.com.
1.2. The Vendor (You) is the provider of the experience to the Customer.
1.3. The Customer is the consumer who uses our site to browse and book experiences as advertise from our site from time to time.
2. Our contract with You
2.1. These terms and conditions (Terms) apply to the order by you and supply of Our Services by us to you (Contract). To the extent permitted by law, no other terms are implied by trade, custom, practice or course of dealing.
2.2. This written Contract is the entire agreement between You and Us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Registration as a Vendor
3.1. By registering as a Vendor you:
3.1.1. Make the following warranties:
188.8.131.52. You are a company that is registered in Australia
184.108.40.206. You hold and will continue to hold all proper licenses, permissions and consents to advertise and carry out the activities you propose to advertise as placed in your Order with Us;
3.1.2. Agree to be bound by the Terms of this Contract;
3.1.3. Agree to follow our Vendor Rules;
3.1.4. Acknowledge that we may change the Terms of this Contract and the Vendor Rules from time to time by written notice to you.
3.1.5. Manage and have full control of the Venue where you are offering the Experience.
3.1.6. Without limiting our rights, you acknowledge that if you breach the Terms of this Contract or our Vendor Rules, we reserve our rights to:
220.127.116.11. Suspend your access to the portal;
18.104.22.168. Terminate this Contract; and
22.214.171.124. Issue proceedings.
4. Placing an order
4.1. Please follow the on-screen prompts to register your event or experience (promotion), which is considered an order. Each order is an offer by you to buy Our Services subject to these Terms.
4.2. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
4.3. Your promotion must:
4.3.1. Have a minimum order amount of at $5AUD per person per experience.
4.3.2. Not be in breach of any legislation, regulation, industry standards applicable in Australia nor common law as applicable in Australia;
4.3.3. Be clear, respectful and not offer adult services;
4.3.4. Match the services you will be providing to the Customer.
4.4. Once approved by us, your Order is complete.
4.5. We reserve Our rights to decide which orders to accept and on what further conditions to accept the order. This Contract does not provide a guarantee of acceptance of order.
5.1. To the extent permitted by law, the Vendor agrees to indemnify Us against any losses, liabilities, costs, charges or expenses (including any direct, indirect, special or consequential losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by Us arising out of or in connection with:
5.1.1. The Vendor's breach or negligent performance or non-performance of this Contract;
5.1.2. The Vendor's breach or negligent performance or non-performance of their Contract with the Customer;
5.1.3. The enforcement of this agreement;
5.1.4. Any claim made against Us for actual or alleged infringement of a third party's intellectual property rights;
5.1.5. Any claim made against Us by a third party arising out of or in connection with the provision of the Services or supply of the Goods under this Agreement, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Vendor, its employees, agents or subcontractors/
5.2. To the extent permitted by law, if any third party makes a claim, or notifies an intention to make a claim, against the Vendor which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Vendor must:
5.2.1. As soon as reasonably practicable, give written notice of the Claim to Us, specifying the nature of the Claim in reasonable detail
5.2.2. Not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Us;
5.2.3. Give Us and Our professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Vendor, to enable us to assess the claim; and
5.2.4. Take such action as Vyne may reasonably request to avoid, dispute, compromise or defend the Claim.
5.2.5. The Vendor agrees to make payments in satisfaction of the Indemnity:
126.96.36.199. In full without set-off or counterclaim, and without any deduction in respect of Taxes unless prohibited by law; and
188.8.131.52. In the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.
6. Our Services
6.1. The services we provide to Vendors is providing a platform to promote and collect payment for Experiences which the Vendor owns or has control over.
7. Your obligations to Us
7.1. It is your responsibility to ensure that:
7.1.1. The terms of your order are complete and accurate;
7.1.2. You cooperate with us in all matters relating to your order;
7.1.3. You prepare your premises for the supply of the Services; and
7.1.4. You obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
7.1.5. You comply with all applicable laws, including liquor, health and safety laws; and
7.1.6. You take out and maintain public liability insurance.
7.1.7. You do not link to other external websites, third parties or booking platforms within your profile page or experience booking.
8. Your responsibilities to Consumers
8.1. By registering to be a Vendor with Us, you agree that:
8.1.1. You are the provider of services to the Consumer directly;
8.1.2. Vyne is not responsible for the content of your promotion, safety of patrons, the delivery of the experience or for the Consumer.
8.2. When a Consumer places an order in response to Your promotion, this creates a Contract between You and the Consumer directly.
9.1. At this stage, the portal is only open for the provision of Experiences in Australia to Customers.
10. How and when You are paid
10.1.At the end of the month, we will calculate your Vendor Payment for all bookings completed during that month to your nominated bank account. The payment will be made in the first week of the following month.
10.2.The Vendor Payment is calculated in accordance with the following formula:
10.2.1. Amount received from the Customer order less Vyne Commission.
10.2.2. The percentage of Vyne Commission is calculated based on to your status:
10.2.2.1. Silver = 20% Vyne Commission
10.2.2.2. Gold = 15% Vyne Commission
10.3.To be awarded a Gold Status for that quarter, you need to achieve 50 or more transactions a month consistently over the quarter. The decision to award Gold Status is made in the quarter end analysis. Each quarter it is reviewed and the decision whether to award a Gold status is decided at Vyne’s absolute discretion.
10.4.If you are GST Registered Vyne Pty Ltd will issue an RCTI and by accepting these terms you are agreeing to this method of invoicing.
11. Intellectual property
11.1.All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
11.2.You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
12. How we may use personal information
12.1.We will use any personal information you or your customer provide to us to:
12.1.1. provide the Services to your business;
12.1.2. process payments; and
12.1.3. inform you about similar products or services that we provide, but you may stop receiving this information at any time by contacting us.
13. Limitation of liability
13.1.Nothing in this Contract limits or excludes our liability:
13.1.1. for death or personal injury caused by its negligence or willful misconduct or that of its employees, as applicable;
13.1.2. for fraud or fraudulent misrepresentation by it or its employees, as applicable; or
13.1.3. where liability cannot be limited or excluded by applicable law.
13.2.Subject to Clause 13.1 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any:
13.2.1. loss of profits;
13.2.2. loss of sales or business;
13.2.3. loss of production;
13.2.4. loss of agreements or contracts;
13.2.5. loss of business opportunity;
13.2.6. loss of anticipated savings;
13.2.7. loss of or damage to goodwill;
13.2.8. loss of reputation; or
13.2.9. loss of use or corruption of software, data or information.
13.3.Subject to Clause 13.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with the performance or non-performance of this Contract, including any breach by us of this Contract however arising, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the amount of $100.
13.4.Nothing in this Contract is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of services.
13.5.If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option, the resupply of the services or the payment of the cost of resupply.
13.6.This clause 13 will survive the termination of the contract.
14.1.Without affecting any of our other rights, we may suspend the performance of Services, or terminate this Contract with immediate effect by giving written notice to you if:
14.1.1. you commit a material breach of any other term of this Contract and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within a period of 24 hours after being notified in writing to do so;
14.1.2. an insolvency event occurs in relation to you;
14.1.3. there is a change of control of your company without the consent of us, such consent not to be unreasonably withheld or delayed.
14.2.Termination of this Contract does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract that existed at or before the date of termination.
15. Force majeure
15.1.We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2.If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
15.2.1. We will contact you as soon as reasonably possible to notify you; and
15.2.2. Our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.2.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel, please contact us. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
16. Non- solicitation
16.1.During the Term of this Contract and for a period of 12 months following the termination or expiration of this Contract, you will not make any solicitation to employ the other party's personnel without our prior written consent. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, will not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto will not be a breach of this clause.
17.1.All notices under this Contract are to be sent by email.
18.1.Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19. No waiver
19.1.Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Contract unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.
19.2.Words or conduct referred to in Clause 19.1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.
20. Assignment and novation
20.1.We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
20.2.You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. This clause is necessary to ensure that the consumer’s rights under the Australian Consumer Law are protected.
20.3.A breach of 20.2 entitles us to terminate this contract immediately.
21.1.If the whole or any part of a provision of this Contract is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not
21.2.Clause 21.1 does not apply if the severance of a provision of this Contract in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this Contract.
22. Governing law and jurisdiction
22.1.These terms and conditions, their subject matter and their formation, are governed by Australian law. You and we both agree that the courts in Australia will have exclusive jurisdiction.
23. Relationship of the parties
23.1.The Contract is between you and us. No other person has any rights to enforce any of its terms.
23.2.No employment or partnership relationship is created between the parties.
24.1.No party will make, or permit any person to:
24.1.1. make any public announcement statement, press release or other publicity or marketing materials concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between the parties; or
24.1.2. use the other party's trade marks, service marks, trade names, logos, symbols or brand names, in each case;
184.108.40.206. without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
25.1.If We give at least 7 Business Days' written notice to You, We or Our Representatives may during Normal Business Hours enter and inspect your books and records, facility and premises to verify your compliance with this Contract.