Booking Software Terms and Conditions

  1. 1. Effect of Terms
      1. (a) Rezdy is the developer, owner and licensor of the Platform providing tour and activity online booking software (Rezdy Software) and associated Services to our Subscribers.
      2. (b) These terms and conditions (Terms) are a binding contract between you (you or your) and Rezdy Pty Limited ACN 153 242 632 (Rezdy, we, us or our) that sets out the terms of your access and use of the Rezdy Software and Services.
      3. (c) If you are agreeing to these Terms on behalf of a business entity, you represent to Rezdy that you hold legal authority to bind that entity.
      4. (d) By accessing or otherwise using the Rezdy Software and Services, you confirm you have read, understood, and agreed to these Terms together with your Subscription Details and our Rezdy Policies.
      5. (e) If there is any inconsistency between:
        1. (i) any express provisions set out in your Subscription Details;
        2. (ii) these Terms; or
        3. (iii) Rezdy Policies,
      6. such inconsistency will be resolved and interpreted in accordance with the order of preference as the documents are listed above, with the documents higher in the list holding higher priority.
  2. 2. Rezdy Software
    1. 2.1 General
      1. (a) In consideration of you paying the Usage Charges, we agree to license the Rezdy Software and Services to you in accordance with these Terms and your Subscription Details for the purpose of:
        1. (i) managing your inventory;
        2. (ii) managing your customer database; and
        3. (iii) processing electronic bookings by your customers (Subscription).
      2. (b) Once you have set up your Subscription in accordance with clause 3.1(a), we will provide you with a username and password to use and access your Portal for the Subscription Term.
      3. (c) Rezdy will reasonably provide firewalls, available encryption tools and associated security technology widely used in the trade to prevent unauthorised third-party access to your Portal or personal data (Security).
      4. (d) Unless you terminate the Subscription under clause 7, we will continue to provide you with the Rezdy Software and Services for ongoing Subscription Terms, in consideration of you paying the Usage Charges in accordance with these Terms.
  3. 3. Your obligations
    1. 3.1 Subscription
      1. (a) To use and access the Rezdy Software and Services, you must:
        1. (i) provide, and procure from each of your personnel and related parties bound by these Terms, all information required to register and keep your Portal on the Platform (Subscriber Data);
        2. (ii) accept and comply with the terms of your Subscription Details; and
        3. (iii) activate your Portal by providing details of your Valid Payment Method and authorise us to debit all Usage Charges payable under these Terms from your Valid Payment Method.
        4. (iv) Once you have subscribed, you will be responsible for:
        5. (v) providing payment of Usage Charges in accordance with these Terms and your Subscription Details for the Subscription Term;
        6. (vi) configuring and using the Rezdy Software;
        7. (vii) ensuring you provide clear wording on how your pricing for Activities is calculated and displayed, to the effect that quoted prices are indicative only and may be subject to further fees, with the final price payable subject to vary and not calculable until all information is known at checkout;
        8. (viii) ensuring all your information including product and services information, availability, and pricing information (Content), is kept up to date; and
        9. (ix) any claims relating to your Content, including but not limited to any infringement of Intellectual Property Rights claims.
    2. 3.2 Free Trial
      1. (a) We may at any time grant a Free Trial to any person or entity seeking to become a Subscriber.
      2. (b) If you do not elect to continue your Subscription prior to the Free Trial period lapsing, we will immediately terminate your access to your Portal and the Subscription.
      3. (c) These Terms will apply during any Free Trial and we may terminate your Free Trial at any time in our sole discretion, without any liability to you.
    3. 3.3 Subscriber warranties
      1. (a) By subscribing under these Terms, you warrant that:
        1. (i) you have obtained any consents or permissions necessary with respect to your and our use of your Subscriber Data;
        2. (ii) the information provided to Rezdy is correct, accurate and up to date for you, your business, and the intended use of the Rezdy Software;
        3. (iii) you will review information and, on an ongoing basis, provide Rezdy with information necessary for it to allow access and use of the Rezdy Software; and
      2. (b) you will keep your Subscriber Data secure and confidential.
    4. 3.4 Use of Subscription
      1. You agree to:
      2. (a) comply with:
        1. (i) the terms set out in your Subscription Details;
        2. (ii) these Terms;
        3. (iii) Rezdy Policies; and
        4. (iv) all applicable laws, regulations and codes of conduct in accessing or using the Rezdy Software and Services;
      3. (b) provide us with the rights to collect, use and share Subscriber Data and data collected from the use of the Rezdy Software for internal purposes to monitor and improve our Services;
      4. (c) permit us to delete or remove any material submitted by you on the Platform or Rezdy Software that we, in our sole discretion, deem inappropriate;
      5. (d) cooperate with us, act reasonably and follow our directions in relation to these Terms and receipt of Rezdy Software;
      6. (e) only access the Rezdy Software in good faith, or its intended purpose, through the Portal details supplied to and approved by us;
      7. (f) promptly report any error, defects or malfunctions in connection with your Subscription, the Platform or Rezdy Software;
      8. (g) keep your computer systems, mobile systems, network and internet connection secure in accordance with good security practices;
      9. (h) without delay, notify Rezdy if you become aware that Subscriber Data has been compromised, change any applicable passwords and take any security action we direct;
      10. (i) comply with all applicable laws, regulations and codes of conduct in accessing or using the Rezdy Software;
      11. (j) if you have access to or use RezdyPay, comply with the RezdyPay Terms; and
      12. (k) if you have access to or use the Rezdy Distribution Services, you will comply with the Distribution Services Terms.
    5. 3.5 Restrictions on use
      1. You must not:
      2. (a) assign or otherwise allow access to your Portal, or to any other person or entity, unless expressly authorised under these Terms;
      3. (b) access or use the Rezdy Software and Services in any way intended to avoid incurring Usage Charges;
      4. (c) create internet links to or from the Rezdy Software and Services, or frame or mirror any content constituting part of the Rezdy Software other than your own intranets or otherwise for your own internal business purposes;
      5. (d) do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with the delivery of the Rezdy Software and Services;
      6. (e) copy, alter, modify, decompile, disassemble, reverse engineer, sub-license or alter anything that underpins the Rezdy Software;
      7. (f) sell, assign, lease, distribute or otherwise commercially exploit or make the Rezdy Software and Services available to any third party, other than persons covered by these Terms;
      8. (g) build a competitive product or service, or use similar ideas, features, functions or graphics of the Rezdy Software, except in each case such use for your internal purpose;
      9. (h) load or publish any material that contains viruses, worms, trojans or other programs that have an adverse effect on Rezdy Software, the Platform or the internet; or
      10. (i) transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, defamatory, harassing or threatening.
    6. 3.6 Acknowledgment
      1. You acknowledge and agree that:
      2. (a) you use the Rezdy Software at your own risk;
      3. (b) Rezdy may, at its discretion from time to time, release modifications or updates to the Rezdy Software which modify or upgrade your Rezdy Software without your prior knowledge or consent;
      4. (c) Rezdy may require scheduled or unscheduled maintenance to be undertaken;
      5. (d) the Rezdy Software may contain errors and not all errors or problems can or will be corrected;
      6. (e) it is your sole responsibility to determine if the Subscription or Rezdy Software meets your needs;
      7. (f) Rezdy is not responsible for any representations made or warranties given by third parties in relation to the Rezdy Software or Platform; and
      8. (g) in the event that Security provided by Rezdy fails to prevent unauthorised third party access to Subscriber Data or the Platform generally, we are not liable to you.
    7. 3.7 Network Access
      1. (a) You will access and use the Rezdy Software and Services via desktop and/or mobile devices.
      2. (b) You are responsible for:
        1. (i) obtaining the necessary network access to use the Rezdy Software and Services;
        2. (ii) providing a backup of Subscriber Data or any other data as often as is necessary to ensure that it can be recovered following an outage of the Rezdy Software, Services or Platform, acknowledging that Rezdy is not responsible for performing backups; and
        3. (iii) acquiring and updating compatible hardware or devices necessary to access and use Rezdy Software and Services, and any updates or upgrades with respect to it.
      3. You acknowledge that:
        1. (i) Rezdy does not guarantee the Rezdy Software, will function on any particular hardware or devices you acquire;
        2. (ii) the Rezdy Software may be subject to malfunctions and delays inherent in the use of internet and electronic communications;
        3. (iii) access and use of the Rezdy Software may be impaired or prevented by a range of factors beyond our control, for example, defects in your hardware and problems with internet; and
        4. (iv) we are not responsible for any issues associated with the connectivity between you and your network server and this does not constitute defects in the Rezdy Software or its underlying Source Code; and
        5. (v) Rezdy does not guarantee the Rezdy Software, will function on any particular hardware or devices you acquire.
    8. 3.8 End Users
      1. (a) At our discretion, we may permit the creation of sub accounts and/or allow your End Users to access and use your Subscription.
      2. (b) You must ensure that each of your End Users strictly complies with these Terms and the Rezdy Policies as if they were a party to these documents.
      3. (c) Your End Users’ acts and omissions are taken to be your acts and omissions, and you agree to indemnify us for any loss that we might suffer from you or your End Users failing to comply with these Terms.
  4. 4. Intellectual Property Rights
    1. 4.1 Ownership
      1. (a) The Intellectual Property Rights in the Rezdy Software and Services, including any improvements (excluding Third Party Software and Subscriber Data), is and will remain the property of Rezdy.
      2. (b) You must use all reasonable means to prevent any infringement of Rezdy’s Intellectual Property Rights in the Rezdy Software, and promptly notify Rezdy in writing of any such infringement brought to your attention.
    2. 4.2 Subscriber Data
      1. (a) All Intellectual Property Rights in the Subscriber Data remain the property of the creator (either you, your personnel, or related parties).
      2. (b) Nothing in these Terms may be construed as providing Rezdy with any rights to your Intellectual Property Rights in Subscriber Data.
    3. 4.3 Licence
      1. (a) Rezdy grants you a limited, revocable, non-transferable and non-exclusive licence to use any Intellectual Property Rights in the Rezdy Software and Services to the extent necessary to access and use the Subscription in accordance with these Terms.
      2. (b) You grant Rezdy a non-exclusive, non-transferable, royalty-free licence (including a right to grant sub-licences to permitted subcontractors) to use the Subscriber Data for the purpose of Rezdy performing its obligations under these Terms.
      3. (c) You grant Rezdy a limited, revokable, non-exclusive, non-transferable, royalty-free licence to use your trade name, logos and trademarks in our advertising, marketing and promotional materials and activities including our Platform, social media sites, presentations, case studies, trade show materials, promotional media and collateral during the Subscription Term, including to be publicly named as a Subscriber of Rezdy.
      4. (d) You must do all things that we reasonably require to perfect our right, title and interest in and to the Intellectual Property Rights in the Rezdy Software and Services.
      5. (e) You have no right to have access to the Rezdy Software in Source Code form other than as expressly provided in these Terms.
    4. 4.4 Third Party Content
      1. All Intellectual Property Rights in the Third Party Content and, including any improvements to such Intellectual Property Rights, remain vested in the relevant third party provider (as applicable).
  5. 5. Third parties
      1. (a) You acknowledge that the Rezdy Software may incorporate or operate in conjunction with Third Party Content that we may or may not control.
      2. (b) We do not endorse such Third Party Content or services and in no event will we be responsible or liable for any Third Party Content or any other third-party providers of such products or services.
  6. 6. Payment
    1. 6.1 Your obligations
      1. (a) You must pay Usage Charges in consideration of receiving access and use of the Rezdy Software for each Subscription Term.
      2. (b) All amounts payable by you under these Terms must be paid promptly and free of any restriction or condition, deduction or withholding on account of tax or any other amount (except to the extent it is required by law), whether by means of set-off, counterclaim or otherwise.
      3. (c) You warrant that your bank account supplied for payment purposes has the necessary limit and available funds to be charged the Usage Charges. If payment cannot be processed, we reserve the right to seek payment by any other means.
      4. (d) You will be liable for payment of any applicable taxes, rate, levy, impost, duty, interest, penalty, fine or other expense related to the Rezdy Software and Services, and amounts paid to you because of your use of the Rezdy Software and Services.
    2. 6.2 Payment Terms
      1. (a) Usage Charges for the Subscription Term are paid in accordance with your Subscription Details. We will issue you with a tax invoice for the Usage Charges, as set out in the Subscription Documents. Invoices must be paid in accordance with the due date set out on each invoice.
      2. (b) You must pay the Usage Charges by a recurring credit/ debit card payment, direct debit facility or such other electronic payment facility or means on the Platform, or otherwise as agreed in writing by us.
      3. (c) If you fail to make full payment of the Usage Charges on or before the due date, we will be entitled to receive 1% interest on overdue payments each month and we will be entitled to withhold or suspend your Subscription until the payment is made.
      4. (d) If we incur any costs in relation to rejected or reversed payment, you are liable to pay these costs together with our reasonable administration charges associated with the rejection or reversal, to us on written request.
    3. 6.3 Review of Service Fees
      1. (a) We reserve the right to establish, remove and/or revise the Usage Charges, at any time, by providing you with at least 30 days’ written notice prior to the change taking effect, and any increase shall apply to Subscriptions entered by the parties following the date the Usage Charges increase takes effect.
      2. (b) If you have paid for Usage Charges in advance, no changes to prices will take effect until the end of the prepaid period.
    4. 6.4 Tax
      1. (a) Except as expressly stated, all Usage Charges are charged exclusive of sales, excise, GST or any other similar taxes and surcharges and net of withholding or other similar taxes.
      2. (b) If any amount referred to in clause 6.4(a) has application to any supply made under or in connection with these Terms, we may, in addition to any amount or consideration payable under these Terms recover from you an additional amount on account of that charge, in the manner and as required under applicable law.
      3. (c) Any additional amount on account of this clause 6.4(a) recoverable from you under this clause will be calculated without any deduction or set-off of any other amount.
    5. 6.5 Disputed amounts
      1. (a) We will not provide any refunds for Usage Charges due under these Terms based on a change of mind.
      2. (b) Limited by clause 6.5(a), if you dispute any Usage Charges due under these Terms, you must notify Rezdy in writing as soon as reasonably practicable. The parties will negotiate in good faith with a view to resolve the dispute promptly. Rezdy will provide all evidence as reasonably requested by you to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of you providing notice to us, the dispute must be resolved in accordance with clause 15. Where only part of the Usage Charges is disputed, the undisputed amount must be paid on the due date as set out in clause 6.1.
    6. 6.6 Set-off
      1. (a) We may, without limiting any other rights or remedies we hold, set off any amounts owed to us by you under these Terms against any amounts payable by us to you.
  7. 7. Term and Termination
    1. 7.1 Term
      1. (a) These Terms commence on the Commencement Date and continue, unless terminated by either party in accordance with clause 7:
      2. (b) if the Subscription is renewed monthly, by either party providing 28 days written notice to the other party; or
      3. (c) if the Subscription period is renewed annually, by at least 28 days written notice prior to the expiry of the 12-month period after the Commencement Date; or
      4. (d) if the Subscription period is renewed annually and automatically renewed at the end of the Subscription Term, by at least 28 days written notice prior to the end of the relevant Subscription Term and paying the Usage Charges for that Subscription Term.
    2. 7.2 Termination or suspension for cause
      1. (a) We may at any time terminate or suspend access to your Portal or the Subscription immediately by giving written notice to you if:
        1. (i) you commit a material breach of these Terms and (where such breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so;
        2. (ii) you repeatedly breach these Terms in such a manner as to reasonably justify Rezdy concluding that your conduct is inconsistent with you having the intention or ability to give effect to these Terms;
        3. (iii) you fail to maintain correct, complete and up to date Portal information, including your Valid Payment Method;
        4. (iv) you suffer an Insolvency Event.
    3. 7.3 Obligations on termination
      1. On termination of these Terms, you must as soon as reasonably practicable:
      2. (a) cease all further use of the Rezdy Software and any of the Intellectual Property Rights of Rezdy licensed pursuant to these Terms, whether in tangible or intangible form;
      3. (b) pay in full Usage Charges that are unpaid as at termination, with payment made no later than 7 days from the date of termination;
      4. (c) erase all our Confidential Information from your computer and/or mobile systems (to the extent possible);
      5. (d) on our request, certify in writing that you have complied with the requirements of this clause 7.3,
      6. provided that if you are required by any law, regulation, or government or regulatory body to retain any documents or materials containing the Rezdy Software, you must notify us in writing of such retention, giving details of the documents and/or materials that you are required to retain.
    4. 7.4 Data retention on termination
      1. (a) If we terminate these Terms, for any reason, we will not be required to retain your Subscriber Data for more than 7 days after termination (Retention Period).
      2. (b) If you submit a written request for a copy of your Subscriber Data during the Retention Period, we will extract it from our systems and provide it to you, subject to payment of our reasonable costs experienced to do so.
      3. (c) At the end of the Retention Period, if we have not granted you a new Subscription during this Retention Period, we may delete any Subscriber Data you uploaded or otherwise submitted to our systems while accessing or using the Rezdy Software.
      4. (d) Nothing in this clause 7.4 is intended to limit any rights and obligations you or we may have under Data Protection Legislation.
  8. 8. Limited Warranty
      1. (a) We warrant that:
        1. (i) we have the authority to enter these Terms and to grant to you a licence to use the Rezdy Software and Services through the Subscription as contemplated by these Terms; and
        2. (ii) the Rezdy Software will, when properly used within the Subscription and operating system for which it was designed, perform substantially in accordance with the functions described in your Subscription Details.
      2. (b) If any condition, warranty, guarantee, or other provision is implied or imposed into these Terms (by law or otherwise) and cannot be excluded (Non-Excludable Term), we will limit your remedy for a breach of the Non-Excludable Term to one of the following (at our option):
        1. (i) the re-supply of the Rezdy Software and Services in the Subscription; or
        2. (ii) payment of the cost of re-supplying the Rezdy Software and Services through the Subscription.
  9. 9. Liability
    1. 9.1 Limitation of Liability
      1. (a) This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of its employees, agents and subcontractors) to each other in respect of:
        1. (i) any breach of these Terms;
        2. (ii) any use made of the Rezdy Software and Services; and
        3. (iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
      2. (b) Except as set out in these Terms, the Subscription is provided “as is,” and we do not guarantee the functionality or compatibility of the Rezdy Software and Services nor a particular result from the use or integration of it.
      3. (c) To the extent permitted by law:
        1. (i) we expressly disclaim any responsibility for the loss or damage, including personal injury or death, resulting from the use of the Rezdy Software and Services or any unauthorised access of Subscriber Data;
        2. (ii) we make no representations as to the availability or suitability of the Rezdy Software for Subscribers;
        3. (iii) we will have no liability where your ability to use the Subscription, Rezdy Software or Services is affected due to utilities, systems, and/or services used for accessing the Rezdy Software and Services being unavailable from time to time or not capable of executing service delivery in a manner or timeframe that is immediate;
        4. (iv) we make no warranties with respect to the Content created by your use of the Rezdy Software and Services, and make no endorsements of any third-party involvement in your Content;
        5. (v) we shall have no liability for any damages, liability or loss arising out of any relationship between you and a third-party via the Rezdy Software and Services;
        6. (vi) we shall have no liability for any delay or failure in performance resulting from causes beyond our reasonable control;
        7. (vii) we expressly disclaim all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy, or non-infringement; and
        8. (viii) any content and material downloaded or otherwise obtained through the use of the Rezdy Software is done at your sole risk and you will be solely responsible for any damage to your computer and/or mobile system or loss of data that results from the download of any such product, offering, update, content or material.
    2. 9.2 Mitigation
      1. Each party must mitigate any loss it suffers because of a breach of these Terms by the other party, or any warranty or indemnity provided under these Terms.
    3. 9.3 Maximum liability
      1. Our total liability arising under or in connection with these Terms is limited to the total Usage Charges paid or payable to us in the 12 months preceding the date of the claim.
    4. 9.4 Consequential loss
      1. Notwithstanding any other clause, to the extent permitted by law, a party is not liable to the other party or any other person, for any liability for consequential or indirect loss, including loss of data (including Subscriber Data), business interruption, loss of profit or revenue, failure of security mechanisms, interruption of business, loss of use of any site, loss in connection with any late performance or delivery, loss of reputation, loss of business or business interruption, loss of opportunity arising out of or in connection with these Terms, or loss in connection with breach of third party contracts or arrangements even if informed of the possibility of such damages in advance.
    5. 9.5 Australian Consumer Law
      1. (a) The Australian Consumer Law sets out certain consumer rights and remedies that cannot be excluded, restricted, or modified. Nothing in these Terms limits those rights and remedies in any way.
      2. (b) In the event the Australian Consumer Law applies:
        1. (i) for major failures with the Services or any other services that we supply, you will be entitled to:
          1. (A) cancel this document; and
          2. (B) to a refund for the unused portion of the Services, or to compensation for their reduced value.
        2. (ii) With respect to the Rezdy Software or other goods that we supply, you will also entitled to choose a refund or replacement for major failures with respect to the Rezdy Software.
        3. (iii) If a failure with our goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel this document for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
  10. 10. Warranties and indemnities
      1. (a) You warrant that you will not use the Rezdy Software and Services in a manner that infringes the rights of any other person or breaches any applicable law or regulation.
      2. (b) You indemnify us in respect of any loss or damage we incur which arises out of or in connection with:
        1. (i) any breach by you of your obligations under these Terms;
        2. (ii) use of any resources obtained through access and use of the Subscription;
        3. (iii) the unauthorised access or use of your Portal;
        4. (iv) our access or use of any Subscriber Data in accordance with these Terms; or
        5. (v) any claim that your Subscriber Data, its use, storage, reproduction or communication, infringes another person’s rights.
  11. 11. Confidentiality
    1. 11.1 Obligations of confidence
      1. Each party (including their employees, agents and subcontractors) agrees to keep confidential, and not to use or disclose other than as permitted by these Terms, any Confidential Information of the other party provided to or obtained by that party before or after entry into these Terms.
    2. 11.2 Exclusions
      1. The obligations of confidence in clause 11.1 do not apply to Confidential Information to the extent that it:
      2. (a) is required to be disclosed by applicable law or a government agency, provided that written notice of the disclosure is provided in advance to the other party;
      3. (b) is in the public domain except as a result of a breach of these Terms or other obligation of confidence; or
      4. (c) is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.
    3. 11.3 Restriction on disclosure
      1. (a) Each party may use and disclose Confidential Information of the other party only:
        1. (i) with the prior written consent of the other party; or
        2. (ii) to that party’s directors, agents, professional advisors, employees, contractors and permitted sub-contractors solely as reasonably necessary for the performance of obligations or access to rights under these Terms.
      2. (b) If either party discloses Confidential Information under clause 11.3(a) that party must ensure that the information is kept confidential by the person to whom it is disclosed and is only used for the purposes of performing the obligations under these Terms.
  12. 12. Data Protection
      1. (a) Each party must comply with the requirements of the applicable Data Protection Legislation.
      2. (b) Without prejudice to the generality of clause 12(a), you must ensure that you have all necessary and suitable consents and notices in place to allow a lawful transfer of Subscriber Data to us for the duration and purposes of these Terms so that we may lawfully use, process and transfer the Subscriber Data on your behalf.
      3. (c) Both parties will take and implement all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of any Subscriber Data or other collected personal information they control or process in connection with these Terms.
  13. 13. Non-disparagement
    1. You agree that you (and you will ensure your employees, agents and sub-contractors) will not directly or indirectly:
      1. (a) disparage us or any of our employees, agents or sub-contractors;
      2. (b) make any statement or publication, whether oral or in writing (including on any social medial platform or online forum) which will or is likely to bring us, or any of our employees, agents or sub-contractors into disrepute or ridicule; or
      3. (c) make any statement or publication, whether oral or in writing (including on any social medial platform or online forum), which will or is likely to adversely impact our reputation or public perception or that of our employees, agents, or sub-contractors.
  14. 14. Force Majeure
      1. (a) Notwithstanding any other clause in these Terms, neither party will be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a Force Majeure Event.
      2. (b) During a Force Majeure Event, each party’s obligations to each other under these Terms will be suspended to the extent of the Force Majeure Event, except for payment obligations under clause 6.
      3. (c) If a Force Majeure Event prevents a party from discharging their obligations under these Terms for a period exceeding 60 days, the other party may terminate the Subscription by providing 30 days written notice.
  15. 15. Dispute Resolution
      1. (a) Neither party may commence court proceedings regarding any dispute between the parties concerning or arising out of these Terms (Dispute), unless the party commencing the proceedings has complied with this clause 15.
      2. (b) A party claiming that a Dispute has arisen must notify the other party in writing, detailing the nature of the Dispute (Dispute Notice).
      3. (c) After providing the Dispute Notice, an authorised representative of both parties must endeavour in good faith to resolve the Dispute within 14 days.
      4. (d) If the Dispute is not resolved within 14 days of the Dispute Notice being provided, the parties must endeavour in good faith to resolve the Dispute by mediation.
      5. (e) Nothing in this clause prevents a party from seeking urgent interlocutory relief in a court.
  16. 16. Notices
      1. (a) All notices provided under these Terms will be given in writing in accordance with this clause 16.
      2. (b) We may provide notice to you under these Terms by:
        1. (i) posting a notice to the Platform; or
        2. (ii) sending an email to the email address registered in your Subscriber Data at the time of notification.
      3. (c) If we provide notice by clause 16(b)(i) means, the notice will be effective at the time of posting. If we provide notice by clause 16(b)(ii) means, the notice will be effective at the time we send the email. You will be deemed to have received any notice sent by clause 16(b)(ii) regardless of whether you receive the email at that time.
      4. (d) You may provide notice to us under these Terms by sending an email to We will provide notice of any changes made, from time to time, to our email address for notice.
  17. 17. General
      1. (a) These Terms constitute the entire agreement and understanding between you and us on the subject matter. Each party acknowledges that they have not relied on any previous negotiations or representations (whether express or implied) except as set out in these Terms. All prior negotiations and representations are excluded to the maximum extent permitted by the law.
      2. (b) Nothing in these Terms shall create, or be deemed to create, a partnership, agency relationship or employment relationship between you and Rezdy.
      3. (c) Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by it.
      4. (d) We may amend or vary these Terms at any time by notice to you. You may elect to terminate your Subscription rather than agreeing to the updated terms but continued use of the Subscription will be subject to agreeing to the updated terms. If you proceed to use the Subscription after the effective date of any updated terms, you agree to be bound by the updated terms.
      5. (e) We may transfer our rights and obligations under these Terms to another entity. We will inform you in writing if this happens and we will ensure that the transfer does not affect your rights under these Terms.
      6. (f) You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
        Each of the clauses in these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
      7. (g) All clauses under these Terms that are either expressly or by implication intended to survive termination will continue to apply following termination.
      8. (h) A right under these Terms may only be waived in writing signed by an authorised representative of the party granting the waiver and is effective only to the extent specifically set out in that waiver.
      9. (i) Each party bears its own costs in relation to the preparation of these Terms.
      10. (j) These Terms are governed by the laws of New South Wales, Australia and both parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.
  18. 18. Defined terms & interpretation
    1. In these Terms, except where the context otherwise provides:
      1. (a) Activities means tours, commercialised experiences, entertainment transportation, tickets or other activities provided by the Supplier from time to time and Activity has a corresponding meaning.
      2. (b) Commencement Date means the date of acceptance of these Terms, and for each subsequent renewal of the Subscription Term, the date of that renewal.
      3. (c) Confidential Information of a party means any information:
        1. (i) relating to the business and affairs of a party;
        2. (ii) relating to the customers, clients, employees, agents, sub- contractors or other persons doing business with that party;
        3. (iii) which is by its nature confidential;
        4. (iv) which is designated as confidential by that party; or
        5. (v) which the other party knows or ought to know, is confidential,
        6. (vi) and includes all trade secrets, knowhow, financial information and other commercially valuable information of that party.
      4. (d) Content has the meaning given to the term in clause 3.1(a)(viii).
      5. (e) Data Protection Legislation means:
        1. (i) the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, directions, orders, directives, codes of conduct or other instruments made or issued under it, as amended from time to time;
        2. (ii) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act in clause 18(e)(i); and
        3. (iii) all other laws, regulations, registered privacy codes, privacy policies and contractual terms applied in the jurisdiction where the Platform is being licenced that are relevant to the processing of personal information.
      6. (f) Dispute has the meaning given to the term in clause 15(a).
      7. (g) Dispute Notice has the meaning given to the term in clause 15(b).
      8. (h) Distribution Services Terms means the Distribution Services Terms and Conditions available at
      9. (i) End User means any of your directors, employees, agents or contractors who are authorised to access and use the Subscription under these Terms.
      10. (j) Force Majeure Event means any event or circumstance that is beyond the reasonable control of the party claiming force majeure, and cannot be overcome by the exercise of reasonable care, proper precautions, and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by that party, and which could not have been reasonably forecasted, including:
        1. (i) an act of God (other than inclement weather);
        2. (ii) a cyclone, fire, flood, or other natural disaster;
        3. (iii) a pandemic or epidemic or any government or regulatory restrictions resulting therefrom;
        4. (iv) an industrial dispute or strike (except if caused or involving the Personnel of the affected party);
        5. (v) an act of war, act of public enemies, terrorist act, riot or civil commotion; or
        6. (vi) breakdown or fault in any machinery or equipment.
      11. (k) Free Trial means a short-term subscription to use the Rezdy Software and the Services on a trial basis without charge, as set out in clause 3.2.
      12. (l) Insolvency Event means any of the following events concerning a party:
        1. (i) if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
        2. (ii) if the party is unable to pay its debts when they become due and payable;
        3. (iii) if the party ceases to carry on business; or
        4. (iv) if any event happens in Australia or any other country or territory in respect of a party that is like any of the listed events referred to in this definition.
      13. (m) Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, designs, patents, trademarks, service marks, know how, confidential information, trade secrets, data and databases, systems and domain names.
      14. (n) Non-Excludable Term has the meaning given to the term in clause 8(b).
      15. (o) Platform means our website at and all associated websites and mobile applications, and improvements thereto.
      16. (p) Portal means your online account profile with Rezdy which sets out your Subscription Details, and allows you to register your Subscriber Data, manage your Subscription.
      17. (q) Promotional Materials includes, without limitation:
        1. (i) web-based banner and website content advertising;
        2. (ii) advertising media developed for social media providers, as notified by Rezdy from time to time; and
        3. (iii) printed cards, brochures, posters, and advertising mediums, as determined by Rezdy from time to time.
      18. (r) Retention Period has the meaning given to the term in clause 7.4(a).
      19. (s) RezdyPay Terms means the RezdyPay terms of service available at
      20. (t) Rezdy Policies means the Rezdy policies including the Website terms of use available at, as published from time to time on the Platform.
      21. (u) Rezdy Software means tour and activity online booking software provided by Rezdy and identified in your Subscription Details (including all module(s) of the software program(s)), and any modified, upgraded, updated, or enhanced versions of such programs that Rezdy may provide to you under these Terms), operating from the Platform that is accessed and used by you via the internet.
      22. (v) Rezdy Distribution Services means the distribution software and services provided by Rezdy in connection with the Distribution Services Terms.
      23. (w) Security has the meaning given to the term in clause 2.1(c).
      24. (x) Services means our standard support and maintenance services (if any) for the Rezdy Software, as amended from time to time and may be acquired by you pursuant to your Subscription Details, together with any support services to be provided by third parties (if any).
      25. (y) Source Code means software written in a form intelligible to qualified programmers and able to be translated into object code through assembly or compiling for operations on computer equipment.
      26. (z) Subscribers means persons or entities who register and activate the Subscription in accordance with these Terms.
      27. (aa) Subscriber Data means information, records, documents, images or data of any kind entered into the Subscription and Platform by you or an End User; and any information, records, documents, images or data of any kind provided by you to us in connection with the Rezdy Software and Services.
      28. (bb) Subscription has the meaning given to the term in clause 2.1.
      29. (cc) Subscription Details means any documentation or terms or digitally stored information that sets out the agreed specifications for the Rezdy Software, scope of Support Services provided and Schedule of Usage Charges for your Subscription.
      30. (dd) Subscription Term means the period for the Subscription as set out in your Subscription Details, starting on the Commencement Date.
      31. (ee) Terms has the meaning given to the term in clause 1(b).
      32. (ff) Third Party Content means Intellectual Property Rights in any software applications, website links, communication forums including, but not limited to, online bulletin boards, chat forums, news groups and any other communication forum available from time to time through our Platform or Rezdy Software.
      33. (gg) Usage Charges means the usage charges applicable to the Subscription, Services or Platform calculated in accordance with the Subscription Details , including but not limited to any fees as outlined at as updated from time to time.
      34. (hh) Valid Payment Method means payment by direct debit, credit card or debit card as directed by Rezdy from time to time on the Platform.


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