TERMS & CONDITIONS

Who we are and how to contact us

accommodationbase.com.au is a website (Site) operated by T&T Sitia Pty Ltd ACN 079 968 568 as trustee for Barounis Family Trust of 36 Teddington Road, Tinana, Qld 4650 (we, us and our).

To contact us, please email [email protected].

Our contract with you

1. These terms and conditions (Terms) apply to supply of 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. The 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.

Placing an order and its acceptance

1. You must fully complete the registration form provided to you on our website (Registration Form) and provide all photographs or other information requested by us (Materials) for us to perform the services set out in clause 4.1 (Services). Returning a completed Registration Form is an offer to purchase the Services, which we have the right to accept or decline in our sole discretion.

2. You are solely responsible for ensuring that the Registration Form is complete and accurate and that any links are correct.

3. After you submit the Registration Form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that the Registration Form has been accepted. Our acceptance of your Registration Form will take place as described in clause 3.4.

4. Our acceptance of your Registration Form takes place when we send an email to you to accept it (Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Confirmation.

5. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Registration Form. If you have already paid for the Services, we will refund you the full amount.

Our services

1. We will:

   1. List your accommodation property (Accommodation Property) on our site; and

   2. Promote the Accommodation Property as set out on our site or notified to you.

2. We will not:

   1. arrange for bookings between you and any travellers; and

   2. have any direct communication or dealings with travellers in relation to bookings.

3. We will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects. However, you acknowledge that these specifications will change from time to time and unless, in our reasonable opinion these changes may have a detrimental effect on you, we do not need to notify you of these changes and you will not be entitled to terminate this Contract.

4. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5. We do not warrant, guarantee, or represent that:

   1. use of the Services will result in a particular number of bookings, or any bookings whatsoever;

   2. that the Services will be uninterrupted or error-free;

   3. that your business will have any particular search position or ranking when a traveller searches our website; or

   4. that if our website pages appear on search engine results, that your business will have any particular search position or ranking when a traveller makes any internet search.

6. Owners of multiple Accommodation Properties (including groups or chains of Accommodation Properties) will have to list every Accommodation Property individually and pay fees for each one.

Your obligations

1. It is your responsibility to ensure that:

   1. the Registration Form is complete and accurate;

   2. you cooperate with us in all matters relating to the Services;

   3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete, up to date, and accurate in all material respects; and

   4. you update us when any information about your business which is relevant to the performance of the Services changes.

2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):

   1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);

   2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

   3. you must reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

Services in Australia only

We will only perform the Services for accommodation providers, where the Accommodation Property is located in an Australian state or territory.

Payment

1. Payment for the Services is in advance. We will take your first payment upon the date of acceptance of your order (Commencement Date) and will invoice you 30 days prior to the anniversary of the Commencement Date for subsequent payments in advance.

2. Payment must be made by way of electronic funds transfer.

3. If payment has not been received in full prior to the anniversary of the Commencement Date we may remove your Accommodation Property will be removed from our site.

4. Charges will be determined based on the Industry or self-rated advertising star rating of your Accommodation Property. You agreement to notify us promptly if the star rating changes.

5. Membership fees will increase at fixed rate of 5% each anniversary, or other rate notified to thirty days in advance of the next payment date.

Charges

1. In consideration of us providing the Services, you must pay our charges (Charges) in accordance with this clause 8.

2. We will notify you of a change in price at least 30 days prior to the anniversary of the Commencement Date.

3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

4. Our Charges are exclusive of goods and services tax (GST). Where GST is payable in respect of some or all of the Services, you must pay us such additional amounts in respect of GST, at the applicable rate, at the same time as you pay the Charges.

Intellectual property rights

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.

2. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence 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.

3. You consent to:

How we may use your personal information

1. We will use any personal information you provide to us to:

   1. provide the Services;

   2. process your payment for the Services; and

   3. inform you about similar products or services that we provide, but you may stop receiving this information at any time by contacting us.

Indemnity

1. You indemnify us and our officers, employees and agents against any claim, loss (including economic or consequential loss), liability, cost, damage and expense, including legal costs on full indemnity basis, that may be incurred or sustained by us whether during or after the term of this Contract as a result of or in connection with any:

   1. breach of this Contract by you;

   2. claim whatsoever by any third party in relation to the Services;

   except to the extent that we have directly caused or contributed to such claim, loss, liability, cost, damage, or expense.

Limitation of liability

1. Nothing in this Contract limits or excludes our liability:

   1. for death or personal injury caused by its negligence or wilful misconduct or that of its employees, as applicable;

   2. for fraud or fraudulent misrepresentation by it or its employees, as applicable; or

   3. where liability cannot be limited or excluded by applicable law.

2. Subject to clause 12.1 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:

   1. loss of profits;

   2. loss of sales or business;

   3. loss of production;

   4. loss of agreements or contracts;

   5. loss of business opportunity;

   6. loss of anticipated savings;

   7. loss of or damage to goodwill;

   8. loss of reputation; or

   9. loss of use or corruption of software, data or information.

3. Subject to clause 12.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with the supply of services under this Contract, including any breach by us of this Contract however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the amount paid or payable by you in the twelve months prior to the loss or damage or injury occurring.

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.

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.

6. This clause 12 will survive termination of the Contract.

Confidentiality

1. We each undertake that we will not at any time during the Contract, and for a period of five years after the end of this contract disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.

2. We each may disclose the other's confidential information:

   1. where the information is in the public domain as at the date of this Contract (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on either of us);

   2. if either of us is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the recipient has[ to the extent practicable having regard to those obligations and the required timing of the disclosure] consulted with the provider of the information as to the form and content of the disclosure;

   3. where the disclosure is expressly permitted under this Contract;

   4. if disclosure is made to our respective officers, employees and professional advisers to the extent necessary to enable either of us to properly perform our obligations under this Contract or to conduct our business generally, in which case we each must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;

   5. where the disclosure is required for use in legal proceedings regarding this Contract; or

   6. if the party to whom the information relates has consented in writing before the disclosure.

3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

Termination

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:

   1. you fail to pay any undisputed amount due under this Contract on the due date for payment and you remain in default not less than 30 days after being notified in writing to make such payment;

   2. 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 14 days after being notified in writing to do so;

   3. an insolvency event occurs in relation to you; or

   4. there is a change of control of the your company without the consent of us, such consent not to be unreasonably withheld or delayed.

2. You may only terminate this Contract if:

   1. we commit a material breach of any other term of this Contract and that breach is irremediable or (if that breach is remediable) we fail to remedy that breach within a period of 14 days after being notified in writing to do so;

   2. we change the Services from the specification for the Services appearing on our website and this has a detrimental effect on you; and

   3. in accordance with clause 15.

3. 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.

4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

Force majeure

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).

2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

   1. we will contact you as soon as reasonably possible to notify you; and

   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.

3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 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.

Notices

1. When we refer to "in writing" in these Terms, this includes email.

2. Any notice or other communication given under or regarding the Contract must be in writing and be delivered personally, sent by pre-paid post or email.

3. A notice or other communication is deemed to have been received:

   1. if delivered by hand to the nominated address, when delivered to the nominated address;

   2. if sent by pre-paid post, at 9.00 am (addressee's time) on the second Business Day after the date of posting; or

   3. if sent by email, at the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

Variation

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

No waiver

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.

2. Words or conduct referred to in clause 18.1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

Assignment and novation

1. We may assign or transfer our rights and obligations under the Contract to another entity and will post on this webpage if this occurs.

2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

3. A breach of clause 19.2 by you entitles us to terminate this Contract.

Severability

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.

2. Clause 20.1 does not apply if the severance of a provision of this Contractt in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this Contract.

Relationship of the parties

The Contract is between you and us. No other person has any rights to enforce any of its terms

Announcements

1. No party will make, or permit any person to:

   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

   2. use the other party's trade marks, service marks, trade names, logos, symbols or brand names, in each case;

   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.

Governing law and jurisdiction

These terms and conditions, their subject matter and their formation, are governed by Australian law. You and we both agree that the courts in Brisbane, Australia will have exclusive jurisdiction.