Agreement for Supply of Products and Services
By signing up, the business, including its subsequent owners, managers & proprietors is
agreeing to the ubookdirect terms and conditions.
Between: ubookdirect Pty Ltd (UBD) and The Subscriber
- The Supplier (Ubookdirect) is a supplier of contracted accommodation and travel packages (Supplying discounted packages to closed user group programs and selected wholesale partners.
- The Subscriber wishes to offer the products and services from the Supplier to their members on the terms and conditions contained in this Agreement.
1.1 In this Agreement the following words will have the meanings assigned to them in this clause, except where inconsistent with the context.
“Agreement” means this agreement including any schedules or annexures and as varied from time to time;
“Business Day” means a standard business day in Queensland, Australia;
“Commencement Date” means the date this agreement commences as set out in the Schedule;
“Service Level Agreement” means the SLA indicators set out in the Schedule;
“Order” means an order (booking) request placed by a member of The Subscriber made on the online booking system or manually through the supplier’s reservations team for accommodation or other travel supply packages offered;
“Parties” means the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them;
“Price” means the price for the advertised products set out in the Schedule;
“Products” means the products described in the Schedule;
“Services” means the services described in the Schedule;
- Term of Agreement
2.1 The Agreement commences on the commencement date and, unless extended or terminated earlier in the manner set out in this Agreement will continue for a period of twenty-four (24) months (Initial Term).
2.2 The Subscriber may at its sole discretion renew this Agreement for a further twenty-four (24) month term by providing the Supplier with notification in writing no later than ninety (90) days prior to the expiry of the Initial Term.
2.3 If the Agreement is renewed for an extended term, except for the price / rates / terms which may be the subject of further negotiation between the parties, the terms and conditions of this Agreement apply to any extended term.
- Placement of Orders / Bookings and Supply of Products or Services
3.1 The Subscriber members may place accommodation bookings with the Supplier via the suppliers online booking site (white-label) or via e-mail to email@example.com and/or calling the reservations line 1300 959 550 setting out the requirements to fulfil the request
3.2 Branded Booking white label will be effective no later than 5 business days from date of agreement being entered in to.
3.2 Following receipt of each Order/booking, the Supplier will:
(a) supply the member the booking confirmation immediately of the resort if room is held on allotment including all bonus inclusions and details of the sold package, all terms and conditions appropriate to the purchased package and the resort’s own booking number and contact details for reference;
(b) If a room is on a request basis (meaning no allotments being held) to confirm back to The Subscriber member with an approximate time-frame and stay in regular contact until property has accepted or declined request in a satisfactory period for the member
(c) abide by all laws, rules and regulations that apply to the performance of its obligations under this Agreement;
(d) use all reasonable skill and diligence in accordance with best industry practices; and
(e) comply with all The Subscriber’s relevant policies in performing its obligations under this Agreement
- Price and Payment
4.1 All goods (packages) purchased via the online booking system or manually and paid with credit card will incur a 1.75% merchant fee added to the package price or built into the total package price with no additional surcharge. (This is the merchant fee charged by our payment gateway provider).
4.2 The Supplier must provide The Subscriber with a valid confirmed booking confirmation and tax invoice / payment receipt for each booking supplied, the Price and the GST component in accordance with clause 5.
4.3 Following acceptance of the Order (booking), The Subscriber member will pay the Supplier immediately by credit card when booked via the online booking site or if the booking is made manually by our reservations team unless otherwise agreed
4.4 If members have preference to issue bank transfer deposit for payment of goods and services, this option will also be offered.
4.5 The Subscriber may, at its discretion, at any time during this Agreement, conduct benchmarking exercises to compare the Prices (advertised member rates) the Supplier has been offering, with other suppliers who supply similar Products and/or Services during a similar period. The Supplier must provide The Subscriber with all reasonable assistance with regard to the benchmarking exercise. Where the benchmarking exercise demonstrates that the Supplier’s Prices (advertised rates) under this Agreement is not competitive, the Supplier and The Subscriber will agree to vary the prices (advertised rates) to reflect a competitive position.
4.7 All other costs, charges, fees and expenses for or arising out of or in connection with the supply of Products and/or Services under this Agreement must be paid by the Supplier, unless otherwise stated and mutually agreed.
5.1 Terms used in this clause 5 have the same meaning as those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5.2 If the supply of Products and/or Services under this Agreement is subject to GST, The Subscriber must pay the Supplier the price plus an amount equal to the GST payable on the supply (unless the price is expressly stated as being inclusive of GST).
5.3 The Subscriber must pay the additional amount payable under clause 5.2 on the same date as the price is payable provided that no payment is required under this clause or clause 5.2 until the Supplier has issued The Subscriber with a tax invoice in respect of the relevant supply.
5.4 The Supplier must issue a tax invoice in the format required by The Subscriber to members. The tax invoice must set out the amount of the GST payable by The Subscriber.
5.5 The Supplier warrants that it is registered with an Australian Business Number and for GST purposes at each time a taxable supply is made.
5.6 The Supplier indemnifies The Subscriber or member for any loss it suffers as a result of the Supplier not being registered for GST and/or Australian Business Number
6.1 The Supplier warrants that all Products supplied to The Subscriber
(a) are legitimately contracted with Hotel (formally signed-off and approved for sale);
(b) Sufficent Inventory is provided and managed by the supplier
(c) all terms and conditions provided by resort are clearly outlined on the booking site under each contracted package and provided to member at time of booking on confirmation.
(d) all company terms and conditions of supplier are clearly outlined on the booking site and provided to member at time of booking on confirmation
(f) meet the needs of The Subscriber as briefed and deemed appropriate for their portfolio
7.1 The Supplier indemnifies and releases The Subscriber or members against any claims, loss, damage, cost (including legal costs), expense or liability arising out of:
(a) any breach of any warranty or obligation under this Agreement;
(b) any wilful or negligent act or omission of the Supplier or any of its officers, employees or, agents in relation to the performance of its obligations under this Agreement; and
(c) any breach of any third party’s rights, including in respect of any claim that the Product infringe, or their importation infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person anywhere in the world, except, to the extent caused or contributed to by any negligent act or omission of The Subscriber, its officers, employees and agents.
- Confidential Information
8.1 Neither Party will use information contained in this Agreement, exchanged in prior negotiations or any tender process for any purpose not contemplated by this Agreement. Each Party must, and must ensure that its employees, agents and subcontractors who need such access in order to perform their duties, receive this information under obligations of confidentiality.
8.2 Clause 8.1 does not apply to the extent 9:
(a) either Party is required by law to disclose the information;
(b) the information is public knowledge (and has not become public knowledge as a result of either party’s breach of confidentiality); or
(c) the information was independently created by a Party (and that Party has evidence in writing that the information falls within this exception).
8.3 The Subscriber agrees that it will not approach any products contracted by UBOOKDIRECT and displayed on the ubookdirect booking channel directly during the course of this agreement or 6 months following the termination of the agreement should that evenuate and that all communications with products (if necessary) are to be managed by UBOOKDIRECT as the contractor of the travel products.
- KPIs and reporting
9.1 Each party will appoint a representative to liaise with the other for the term of this Agreement. Each party may at any time appoint a new representative and will notify the other party in writing within seven (7) days of the appointment.
9.2 The Parties will agree on KPIs and their method of calculation to be applied in the supply of the Products and Services. The Subscriber will measure the Supplier’s achievement of the KPIs at the conclusion of every Review Period, or such other period of time as The Subscriber may reasonably determine. Following The Subscriber measurement of KPIs, acting reasonably, it will communicate to the Supplier details of how The Subscriber has assessed the Supplier’s achievement of KPIs and whether The Subscriber has identified opportunities for improved performance of KPIs and SLA’s
9.3 The Supplier must meet or exceed the KPIs and SLA’s and the Supplier acknowledges and agrees that the Supplier’s achievement of the KPIs is an essential term of this Agreement and the Supplier’s failure to achieve the KPIs or SLA’s in any Review Period will constitute a breach of this Agreement.
9.4 If The Subscriber is not reasonably satisfied with the results of any review of KPIs or SLA’s, it may at its discretion issue a notice in writing to the Supplier detailing failures to achieve KPIs (“KPI Notice”) or (“SLA Notice”). As soon as practicable following issue of the KPI or SLA Notice, the Parties’ representatives will meet to discuss the issues raised in the KPI or SLA Notice and to agree on steps to be taken by the Supplier and a timeframe to remedy the issues. The Supplier’s failure to adequately remedy the issues raised within a KPI Notice within the timeframes agreed will constitute a fundamental breach of this Agreement and will entitle The Subscriber to terminate this Agreement in accordance with clause 17
9.5 The representatives will meet at any time reasonably requested by the Supplier or by The Subscriber, but at least once every Review Period, to discuss matters pertaining to this Agreement and the supply of the Products and Services by the Supplier.
10 Dispute resolution
10.1 If any dispute or difference arises between the Parties as to:
(a) either Party being unable to pay its debts as they fall due, become insolvent, a receiver is appointed or enters a formal arrangement with creditors; or
(b) either Party committing any fundamental breach of the terms of this Agreement or any other breach where the breach is not capable of being remedied;
and the dispute or difference (“Issue”) is unable to be resolved by the Parties by negotiation within ten (10) Business Days from the date one Party receives notice in writing from the other Party giving details of the Issue then either Party may require that the Issue is referred to mediation.
10.2 The costs incidental to mediation, including but not limited to mediation fees and venue fees will be divided equally between the Parties. Notwithstanding this, each Party will bear its own legal costs incidental to the mediation, including costs between solicitor and client and costs of any experts a Party may elect to engage.
10.3 Nothing in this clause 14 will prevent a Party from seeking interlocutory relief from a court of appropriate jurisdiction.
11.1 The Subscriber may terminate this Agreement without cause with 90 days’ written notice.
11.2 The Subscriber may terminate this Agreement immediately with written notice to the Supplier if:
(a) the Supplier commits a fundamental breach of any of its obligations under this Agreement, and such breach is not remedied (if capable of remedy) within seven (7) days of notice in writing from The Subscriber requiring that such breach be remedied;
(b) the Supplier is in breach of any of its obligations under this Agreement, which breach is not a fundamental breach and such breach is capable of being remedied and has not been remedied within thirty (30) days of notice in writing from The Subscriberrequiring that such breach be remedied;
(c) for any reason the Supplier is no longer able to perform its obligations under this Agreement;
(d) the Supplier becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of the Supplier; or
(e) the Supplier ceases or threatens to cease carrying on business.
11.3 The Supplier may terminate this Agreement on immediately on written notice to The Subscriber if:
(a) The Subscriber fails to pay or dispute any tax invoice in accordance with clause 5 and fails to remedy such breach within sixty (60) days of a notice from the Supplier requiring The Subscriber to remedy the same and stipulating that The Subscriberis in breach of this Agreement; or
(b) The Subscriber becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of The Subscriber.
11.4 Termination of this Agreement is without prejudice to any accrued rights of either party as at the date of termination.
11.5 Upon termination of this Agreement for any reason whatsoever, the Supplier must immediately return all of The Subscriber’s property
12 Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.
13 Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Queensalnd and the Commonwealth of Australia. Each Party submits to the exclusive jurisdiction of the courts of Queensland and of the Commonwealth of Australia.