the fine print.

THE PARTIES AGREE:

1.DEFINITIONS & Interpretation

1.1 Definitions

In these Terms unless inconsistent with the context or subject matter the following terms have the corresponding definitions:
(a)      “ACL” means the Australian Consumer Law (as set out in Quote 2 to the Competition and Consumer Act 2010 (Cth));

(b)      "Agency" means Jonathan Fambart ABN 29 101 712 201 trading as Living Life Travel and/or Joncierge;
(c)      “Applicable Laws” any laws governing or affecting the arrangements contemplated by these Terms;
(d)      "Client" means the Client identified in the Proposal or where there is no Proposal the entity or person to whom the Services are provided to, and if there is more than one, Client is a reference to each Client jointly and severally;
(e)      "Force Majeure" events, circumstances or causes beyond a party's reasonable control including (but not limited to):
i)         strikes, lock-outs or other industrial action;
ii)        civil commotion, riot, invasion, cyber-attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
iii)       fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic (including COVID-19), health emergencies, disease, or other natural disaster;
iv)       impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
v)        interruption or failure of utility services (including the inability to use public or private telecommunications networks); and
vi)       the acts, decrees, legislation, regulations or restrictions of any government agency,
however, does not include a lack of funds;
(f)       "GST" has the meaning given to it in the GST Law;
(g)      "GST Law" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(h)      “Insolvency Event” means:
i)         a controller (as defined in section 9 of the Corporations Act), administrator or similar officer is appointed in respect of a person or any asset of a person;
ii)        a liquidator or provisional liquidator is appointed in respect of a person;
iii)       any application (that is not withdrawn or dismissed within seven days is made to a court for an order, or an order is made, or a meeting is convened or a resolution is passed, for the purpose of (i) appointing a person referred to in paragraph i) or ii) of this definition; (ii) winding up or deregistering a person; or (iii) proposing or implementing a scheme of arrangement of a person, other than with the prior approval of the Agent under a scheme of arrangement pursuant to Part 5.1 of the Corporations Act;
iv)       any action, proceedings, procedure or step is taken for the purpose of implementing or agreeing (i) a moratorium of any indebtedness of a person; (ii) any other composition, compromise, assignment or arrangement with any creditor or creditors of a person; or (iii) any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of its creditors or a trustee;
v)        any event occurs in relation to a person in any jurisdiction that is analogous, or has a substantially similar effect, to those set out in paragraphs i) to iv) of this definition (inclusive); or
vi)       a person is or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), insolvent or unable to pay its debts;
(i)       “Intellectual Property Rights” means all intellectual property (IP) rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration;
(j)       "Loss" any loss, liability, cost, charge, expense, tax, duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence);
(k)      “Operator” means a third party provider of travel services;
(l)       “Personnel” means the directors, officers, employees, contractors, suppliers, advisers or agents of a party;
(m)     “Privacy Policy” means the Agency’s Privacy Policy provided by the Agency to the Client from time to time, or as accessible on its website;
(n)      "Proposal" means any proposal provided by the Agency to the Client as described under clause 4.1;
(o)      "Services" means the services supplied by the Agency to the Client as described under clause 3.2;
(p)      “State” means New South Wales;
(q)      "Tax Invoice" has the same meaning as in the GST Act;
(r)       “Term” means the period of these Terms, commencing and expiring as set out herein; and
(s)      “Terms” means these Terms of Service.

1.2 Interpretation

In these Terms the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

(a)      Headings and subheadings are for convenience only and do not affect the interpretation of these Terms.
(b)      References to clauses, schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the schedules, annexures, appendices, attachments and exhibits to, these Terms.
(c)      References to parties are references to the parties to these Terms.
(d)      References to a party to any agreement or document include that party's permitted assignees and successors, including executors and administrators and legal representatives.
(e)      Words denoting the singular include the plural and words denoting the plural include the singular.
(f)       Words denoting any gender include all genders.
(g)      The word 'person' includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency.
(h)      A reference to a body (other than a party to these Terms), whether statutory or not, that ceases to exist or has its powers or functions transferred to another body is a reference to the body that replaces it or that substantially succeeds to its powers or functions.
(i)       A reference to any agreement or document (including these Terms) includes any amendments to or replacements of that document.
(j)       A reference to a law includes:
i)         legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;
ii)        any constitutional provision, treaty or decree;
iii)       any judgment;
iv)       any rule or principle of common law or equity, and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different facts.
(k)      Any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally.
(l)       Any promise, agreement, representation or warranty given or entered into on the part of two or more persons is for the benefit of them jointly and each of them severally.
(m)     No provision of these Terms will be construed adversely to a party because that party was responsible for the preparation of that provision or these Terms.
(n)      If a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that day.
(o)      A reference to time is a reference to time in the capital city of the State.
(p)      A reference to a day is a reference to a day in the capital city of the State.
(q)      A reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.
(r)       If any act is required to be performed under these Terms by a party on or by a specified day and the act is performed after 5.00 pm on that day, the act is deemed to be performed on the next day.
(s)      If any act is required to be performed under these Terms on or by a specified day and that day is not a business day, the act must be performed on or by the next business day.
(t)       A reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another currency.
(u)      Specifying anything in these Terms after the terms 'include', 'including', 'includes', 'for example', 'such as' or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.
(v)      Where these Terms is executed for a party by an attorney, the attorney by executing it declares that the attorney has no notice of revocation of the power of attorney.
(w)     These Terms includes all schedules, annexures, appendices, attachments and exhibits to it.
(x)      A reference to writing or written includes email and text.
(y)      Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

2. Application

2.1 These Terms will become binding on the Client on the earlier of the date that a) they are provided to the Client; b) the Client instructs the Agency to proceed with any Services; or c) the Client pays any amount to the Agency in respect of the Services.

2.2 These Terms apply to all Services provided by the Agency to the Client at any time following the time when these Terms become binding on the Client.

2.3 The Client cannot terminate these Terms except to the extent as expressly permitted by these Terms.

2.4 No invoice, terms or other document issued by or on behalf of the Client will vary or form part of these Terms unless otherwise agreed by the Agency in writing. These Terms replace and supersede any invoice, terms or other document given by the Client to the Agency whether before or after the time that these Terms are supplied to the Client.

3. Engagement

3.1 The Client engages the Agency and the Agency accepts that engagement, to provide the Services (as defined below) for the Term in accordance with the terms of this Agreement.

3.2 The Client acknowledges that the Agency acts as an agent for and sells travel services on behalf of third party Operators. The Client has engaged the Agency to select a number of different travel services to build an itinerary for the Client (the Services). The Services provided by the Agency are collateral to that agency relationship.

3.3 The Client acknowledges that the Agency is not the provider of such travel services, nor does it control the conduct of Operators or other travellers.

4. how the services work

4.1 The Agency will work with the Client to build an itinerary of travel services provided by third party Operators (the Proposal). This may include (without limitation) details of transport, logistics, accommodation, and activities.

4.2 The Agency acts as an agent to Operators to provide the Client with a number of different travel services provided by those Operators. The Services are intended to facilitate the booking of such travel services. The Agency is not the operator of such travel services, and does not provide, manage, and/or control any transportation, tour or travel services.

4.3             The Agency’s responsibilities are limited to:
(a)      facilitating the availability of the Services;
(b)      serving as an agent of the Operator;
(c)      making travel bookings on behalf of the Client where necessary (and the Client expressly and irrevocably authorises the Agency to do so); and
(d)      arranging relevant contracts between the Client and the Operators.

5. Bookings & Travel services

5.1 Any travel services specified in the Proposal are subject to availability which may change at any time until the booking has been placed and confirmed by the Agency with the relevant Operator.

5.2 Any travel bookings made on the Client’s behalf are subject to the relevant Operator’s terms and conditions. The Client acknowledges that they are solely responsible for ensuring that they have read and understood any applicable third party terms and conditions. The Agency will not be liable for any Loss or damage suffered by the Client in connection with such third party terms (regardless of whether the Agency brought these to the attention of the Client or not).

5.3 The relevant Operator, and not the Agency, is solely responsible for honouring any confirmed bookings and making available any travel services booked through the Services.

5.4 Where a travel booking is made, the Client is entering into a direct contractual relationship with the Operator with which travel services are booked with, and the Agency acts only as an agent for the Operator. The Agency is not a party to any contract (except that it acts as an agent to the Operator) and the Agency is not responsible for ensuring that the Operator fulfils its obligations to the Client.

5.5 The legal rights of the Client in connection with the provision of travel services are against the specific Operator and not the Agency (except to the extent caused by the Agency). Specifically if for any reason the Operator is unable to provide a travel service, the Client’s rights are against that Operator and not the Agency.

5.6 For any group bookings, the Agency relies on the authority of the person making the booking to act on behalf of any other travellers that are included in the booking, and that person will bind all such travellers to these Terms.

5.7 The information provided to the Agency and displayed in the Proposal (including any reviews and ratings) is provided to us by Operators and other third parties. Although the Agency takes reasonable care to ensure that this information is correct, the Agency cannot and does not guarantee the accuracy of such information. The Agency accepts no responsibility for information supplied by Operators and any third parties and it is recommended that the Client confirms all such information.

5.8 The Agency does not supply, provide, manage or control the Operators or any travel services provided by such Operators and is not responsible for their advertising or otherwise. The relevant Operator is solely responsible for the supply of the travel services to the Client. The Agency has no control over, and does not ensure, guarantee or provide any warranty or indemnity in respect of the quality, fitness for purpose, legality, accuracy, completeness or otherwise of:

(a) any Operator or travel service (including without limitation the quality of the travel service);

(b) any representations made or information provided by Operators (including without limitation with respect to the quality of any Operators); or

(c) the ability of Operators to undertake their respective obligations (including the ability of the Operator to supply the travel services).

5.9 Because of the foregoing, in the event that the Client has a dispute with one or more Operators, the Client releases and holds the Agency (and its related parties) harmless from actions, claims, demands and Losses of every kind arising out of or in any way connected with such disputes.

6. financial terms

6.1 The price of any travel services will be as specified in the Proposal. Availability and price of any travel services can change at any time until a booking has been placed and confirmed by the Agency. Price changes may occur by reason of matters outside of the Agency’s control as well. This includes without limitation currency fluctuations, fuel surcharges and taxes.

6.2 Payment terms, due dates and payment methods will be as stated in the Proposal. Where applicable, the Client agrees to pay the Agency (acting on behalf of the Operator) any costs where payment is passed onto the relevant Operator.

6.3 Unless otherwise specified, payment made through the Services is made through the Agency’s payment gateway and received by the Agency solely for the purpose of facilitating transactions from the Client to the Operator (although the Agency may be entitled to a financial benefit as described below). Where credit card details are saved or provided to the Agency, then the Agency will use reasonable endeavours to ensure that they are securely stored.

6.4 The Agency reserves the right to charge the Client a service fee for the Services, which will be as set out in the Proposal.

6.5 The Agency may receive financial and non-financial benefits from Operators where the Agency sells their products and services to the Client and the Client acknowledges and agrees to the Agency receiving such benefits.

6.6 In the event that the Agency determines that any additional travel services are required, or the Client subsequently requests amendments to such travel services then the Agency reserves the right to amend the Proposal as such, and any additional prices and fees will be as stated in the amended Proposal.

6.7 Subject to any Applicable Laws, all payments made are non-refundable. Please refer to clause 8 for further information.

6.8 All prices are quoted in Australian dollars, unless otherwise expressly specified.

6.9 The Client is solely responsible for ensuring payment of all taxes.

7. amendments

7.1 Amendments such as a change of dates, or names are subject to the terms of the Operator and may occur additional costs.

8. Cancellations and refunds

8.1 Subject to Applicable Laws, any cancellation and/or refund is subject to the cancellation and payment terms of the relevant Operator of the travel services requested to be cancelled.

8.2 All payments made to the Agency for travel services are deemed to be made to the Operator and the Agency is not responsible for any refunds an Operator may be required to give. Despite this, the Agency may refund the Client where the Client seeks a refund from an Operator, and the Operator has refunded that amount to the Agency.

8.3 The Operator is solely responsible for the supply and provision of returns and refunds of any travel services booked. Each Operator will have their own refund and return policy and it is strongly encouraged that the Client check with the relevant Operator before confirming the booking. Whilst Operators are obliged by law to provide a refund, return or permit a cancellation, the Agency makes no representations that Operators will comply with such obligations and accept no responsibility if they fail to do so. All refunds and cancellation fees are subject to the Client’s rights under the ACL.

9. Delays

9.1 The Agency is not responsible for any delays in providing any travel services by an Operator.

9.2 The parties acknowledge and agree that:

(a) any times provided by the Agency to the Client in respect of the provision of the Services are variable and estimates only and are non-binding on the Agency. Whilst the Agency attempts to provide all Services at the agreed times, sometimes delays are inevitable and the Agency will not be responsible for any Losses suffered by the Client in the event of delay; and

(b) failure of the Agency to meet any delivery date will not constitute a breach of these Terms by the Agency or entitle the Client to any damages or other remedy.

10. CLIENT DUTIES AND OBLIGATIONS

10.1 The Client acknowledges and agrees that it will promptly provide all information, documentation, approvals and assistance reasonably required by the Agency in order for the Agency to provide the Services as soon as possible on being requested to do so. This includes, without limitation, providing passport or licence details and approving any booking terms in the Proposal. Any delays may delay the Services and may incur additional charges.

10.2 The Client must not, in connection with the Services:

(a) contact an Operator for any purpose other than asking a question related to a booking;

(b) circumvent, or attempt to circumvent the involvement of the Agency in booking any travel activities (unless expressly authorised by the Agency in writing);

(d) impersonate any person or entity, or falsify or otherwise misrepresent the Client or its affiliation or non-affiliation with any person or entity.

10.3 The Client is solely responsible for ensuring they have a valid passport, visa and re-entry permit (as required) and any fines, penalties, payments or expenditures incurred as a result of such documents not meeting the requirements of those authorities will be the Client’s sole responsibility.

10.4 The Client must ensure that they are aware of any health requirements and recommended precautions relevant to travel. The Agency will not be responsible for providing any information and accepts no liability for any Loss or damage suffered as a result of failure of being aware of health requirements.

10.5 Travel documents include any document used to confirm an arrangement with an Operator. An incorrect name on a travel document may result in an inability to use that booking and the booking cancelled. The Client is solely responsible for ensuring the correct details are contained within them, and the Agency accepts no liability for any loss or damage which the Client may suffer as a result of incorrect details on travel documents.

10.6 It is strongly suggested that the Client take out appropriate travel insurance. The Agency is not responsible for any failure by the Client to acquire adequate insurance.

10.7 If the Client has any special requirements for bookings, such as disability access requests, seatings requests or food allergy requests, the Client should inform the Agency of these prior to booking. The Agency will use reasonable endeavours to ensure the booking includes such requests, however cannot guarantee that the relevant Operator will comply with the request.

11. Privacy

11.1 By providing personal information to the Agency, the Client agrees that the Agency’s Privacy Policy will apply to how the Agency handles the Client’s personal information and the Client consents to the collection, use and disclosure of its personal information as detailed in the Privacy Policy.

12. warranties

12.1 The warranties contained in clause 12.2 are additional to warranties implied by law. Each of the warranties will be read and construed as a separate and independent warranty and will not be limited by reference to each other. All warranties will be valid at all times during the term of these Terms and will be continuing warranties which will survive the termination or expiration of these Terms.

12.2 The Client warrants to the Agency that as at the date of these Terms and for the duration of these Terms:

(a)      the information contained in these Terms are true and correct and it has disclosed all relevant information to the Agency;
(b)      it has the legal right and power to enter into these Terms;
(c)      these Terms are a valid and binding agreement on the Client, enforceable in accordance with its terms;
(d)      the Client is not suffering an Insolvency Event and no Insolvency Event is imminent; and
(e)      it has the capacity to make the payment in accordance with these Terms.

13. indemnitY and release

13.1 Except to the extent caused or contributed to by breach of these Terms by the Agency, the Client indemnifies the Agency against, and holds the Agency harmless from, any Losses (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 the Agency arising out of or in connection with:

(a)      the Client’s breach or negligent performance or non-performance of these Terms;
(b)      any booking of a travel service with an Operator;
(c)      the use, condition or quality of a travel service;
(d)      any claim made against the Agency or the Client by a third party for death, personal injury, damage to property or infringement of rights (including intellectual property rights) arising out of or in connection with:
i)         the provision of the Services or these Terms;
ii)        the reliance by the Client or a third party on the Services; or
iii)       defective Services,

to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms by, or is attributable to the acts or omissions of, the Client or the Client’s Personnel;

(e) the enforcement of these Terms; and
(f) any act, omission or wilful misconduct of the Client or the Client’s Personnel (including any negligent act or omission).

13.2 It is not necessary for the Agency to incur expense or make payment before enforcing a right of indemnity under this clause.

13.3 The Client must make payments under this clause and under any other indemnities contained in these Terms:

(a) in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by law; and
(b) in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

13.4 The indemnities in these Terms:

(a) are continuing obligations of the Client, independent from its other obligations under these Terms and survive termination or expiry of these Terms; and
(b) are absolute and unconditional and unaffected by anything which otherwise might have the effect of prejudicing, releasing, discharging or affecting the liability of the Client.

14. Disclaimer

14.1 The Agency provides the Services on an "as is" basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law. The Client relies on the Services at its own risk.

14.2 Without limiting the other terms of this clause, the Client acknowledges and agrees that:

(a)      the Agency is not engaged in the supply of any travel services and as such has no control over and provides no warranty over the travel services or the Operators;
(b)      any advice, recommendation, information, assistance provided by the Agency in relation to the Services supplied is given in good faith, is based on the Agency’s own knowledge and experience and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services. Such advice, recommendations, information and assistance is followed or acted upon entirely at the Client’s own risk, and accordingly the Agency shall not be liable for any such advice or recommendation;
(c)      the Agency reserves the right to make any changes in the specification of the Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Services are to be supplied to the Agency’s specification, which do not materially affect their quality or performance;

15. exclusion and limitation of liability

15.1 The Agency excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms to the maximum extent permitted by law.

15.2 Without limiting the generality of clause 15.1, the Agency expressly excludes any liability in contract, tort or otherwise for any injury, damage, Loss, delay or inconvenience caused directly or indirectly by:

(a)      any act or omission of the Client or its Personnel, including any delay caused by the Client or its Personnel;
(b)      the delivery or non-delivery of any travel services;
(c)      any act, omission or default of third parties (including the Operator);
(d)      the booking of any travel services.

15.3 For the avoidance of doubt as agent for the Operator the Agency is not liable to the Client for a breach of obligations by the Operator in providing the Client any travel services. The Operator is solely liable for a breach of obligations in providing the Client a travel service.

15.4 Subject to the other terms of this clause, the Agency's total maximum aggregate liability to the Client for any Loss or damage or injury arising out of or in connection with the supply of services under these Terms, including any breach by the Agency of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual charges paid by the Client to the Agency under these Terms in the 1-month period preceding the matter or event giving rise to the claim.

15.5 Nothing in these Terms 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 ACL, or the exercise of a right conferred by such a provision, or any liability of the Agency 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 goods or services.

15.6 If the Agency is liable to the Client 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, or is otherwise liable for any matter that cannot be excluded, the Agency’s total liability to the Client for that failure is limited to, at the option of the Agency the costs of the resupply of the relevant Services to which the liability relates or the payment of the costs of resupply of the relevant Services.

15.7 Without limitation to the other terms of these Terms, the Agency excludes any liability to the Client, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential Loss arising under or in connection with these Terms.

15.8 Notwithstanding anything else in this clause, the Agency’s liability will be reduced to the extent the loss or damage is caused by or contributed to by the Client or the Client’s Personnel.

15.9 The Agency will not be liable for any claim under or in relation to or arising out of these Terms including a breach of any warranty unless:

(a) the Client has first made a claim under any insurance policy held by the Client that may cover that claim; and

(b) that claim has been denied in whole or partly by the relevant insurer.

15.10 If the Client recovers any amount under an insurance policy in respect of a claim under or in relation to or arising out of these Terms and that amount is less than the loss or damage incurred by the Client, the amount of the shortfall will be the amount of the Client’s loss for the purposes of these Terms.

16. termination

16.1 The Agency may in its absolute discretion, by written notice to the Client, immediately terminate these Terms or cancel one or more bookings (and shall have no liability for any Loss suffered by the Client due to the termination) if:

(a)      the Client fails to make payment of any amount due under these Terms on time or otherwise in accordance with these Terms;
(b)      the Client suffers an Insolvency Event;
(c)      the Client breaches these Terms or a Proposal and fails to rectify the breach within 7 days of being given a notice to do so; or
(d)      in the event of Force Majeure (such as if there are issues with the weather and the Agency is unable to supply the agreed Services, however the Agency is not bound to terminate if this occurs).

16.2 The Client may not cancel the Services at any time except where expressly permitted by these Terms.

16.3 The Client may terminate these Terms if the Agency breaches the terms of these Terms and fails to rectify the breach within 14 days of being given a notice to do so. The Client may not otherwise terminate these Terms.

17. COnsequences of termination

17.1 On termination or expiry of these Terms:

(a) each party must promptly deliver to the other all property belonging to the other that is in its possession or control; and
(b) the Client must immediately pay to the Agency all amounts payable to the Agency (including amounts that are payable but not due), and the Agency may invoice the Client with respect to the Services performed by the Agency under these Terms up to the date of termination and such invoice shall be payable immediately on receipt.

17.2 The rights and remedies of the parties contained in this clause are in addition to any other rights and remedies by law, in equity or under these Terms.

18. GST

18.1 Definitions

Words used in this clause that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.

18.2 GST

(a)      Unless expressly stated otherwise, the consideration for any supply under or in connection with these Terms is exclusive of GST.
(b)      To the extent that any supply made under or in connection with these Terms is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the recipient is the consideration provided under these Terms for that supply (unless it expressly includes GST) plus an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.
(c)      The recipient must pay the additional amount at the same time as the consideration to which it is referable, and upon the issue of an invoice relating to the supply.
(d)      Whenever an adjustment event occurs in relation to any taxable supply to which clause 18.2(b) applies:
i)         the supplier must determine the amount of the GST component of the consideration payable; and
ii)        if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

19. INTELLECTUAL PROPERTY

19.1 Materials

The Client acknowledges that the Agency (or the relevant licensor) will retain all rights, title and interest (including all Intellectual Property Rights) which subsist in or which may be obtained from:

(a) the Services including any itinerary and other documentations or materials provided during the provision of the Services; and
(b) any additional or further intellectual property created, formulated or discovered by either party in connection with the Services (including any developments, improvements, revisions and updates to the Services) whether or not the Agency and/or Client contributed to them, and whether or not the addition was at the direction or suggestion of the Client (for example if the Client suggests additions to the itinerary),

(collectively referred to as the Materials)

To the extent that the Agency owns the Materials, the Agency grants to the Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable nor assignable licence to use the Intellectual Property Rights in such Materials solely to the extent required to benefit from the Services.

19.2 Survival

This clause survives termination of these Terms.

20. no assignment

20.1 The Client must not transfer or assign its rights under these Terms to anyone else, without the prior written consent of the Agency, which may be granted or withheld by the Agency in its sole, absolute and unfettered discretion. The Client must provide any information the Agency requires to consider whether to grant its consent.

20.2 The Client acknowledges and agrees that the Agency may transfer, assign or otherwise dispose of its interest in these Terms upon giving written notice to the Client.

21. Notices

21.1 All notices authorised or required under these Terms to be given by a party to the other shall be in writing sent by email or delivered personally or sent by pre-paid registered post and in each case addressed to the other party at that party's address as a party may from time to time notify to the other.

21.2          The following shall constitute proof of receipt:
(a)      proof by posting by registered post; or
(b)      proof of dispatch by email.

21.3          Receipt of a notice given under these Terms will be deemed to occur:
(a)      in the case of a communication sent by pre-paid registered post, on the third business day after posting;
(b)      in the case of an email, on the business day immediately following the day of dispatch.

21.4 If a notice is sent via post, it must also be sent via email.

22. GENERAL

22.1 Variation

An amendment or variation of any term of these Terms must be in writing and signed by each party.

22.2 No Waiver

(a) No party 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 these Terms 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.

(b) Words or conduct referred to in clause 22.2(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

22.3 Counterparts

These Terms may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute these Terms by signing any counterpart. The date on which the last counterpart is executed is the date of these Terms. Communication of the fact of execution to the other parties may be made by sending evidence of execution by email.

22.4 Costs

The parties must bear their own costs of and incidental to the negotiation, preparation and execution of these Terms.

22.5 Severability

(a) If the whole or any part of a provision of these Terms are 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.

(b) Clause 22.5(a) does not apply if the severance of a provision of these Terms in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under these Terms.

22.6 No Merger

On completion or termination of these Terms, the rights and obligations of the parties set out in these Terms will not merge and any provision that has not been fulfilled remains in force.

22.7 Survival

Any clause which by its nature is intended to survive termination or expiry of these Terms will survive such termination or expiry.

22.8 Further Action

Each party must do all things (including completing and signing all documents) reasonably requested by the other party that are necessary to give full effect to these Terms and the transactions contemplated by these Terms.

22.9 Time of the Essence

Time is of the essence in these Terms in respect of any date or time period and any obligation to pay money.

22.10 Relationship of the Parties

Nothing in these Terms gives a party authority to bind any other party in any way. Nothing in these Terms imposes any fiduciary duties on a party in relation to any other party.

22.11 Remedies Cumulative

Except as provided in these Terms and permitted by law, the rights, powers and remedies provided in these Terms are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of these Terms.

22.12 Entire Agreement

These Terms states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.

22.13 No Reliance

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in these Terms.

22.14 Governing Law and Jurisdiction

These Terms is governed by the law in force in the State. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the State and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms.

The clause sets out the expectation for engagement and performance of the Services.
This includes an acknowledgement of the agency relationship between you and third party travel service providers (referred to as Operators).

The purpose of this clause is to give the Client an overview as to how your Services work, with particular focus on identifying your responsibilities (noting that the Service facilitates the booking of travel services, and that you do not provide the travel services themselves).

All bookings are subject to availability and the relevant Operator’s terms and conditions. The relevant Operator, and not you will be responsible for honouring and confirming bookings.

Where bookings are placed for travel services the Client enters into a direct contractual relationship with the Operator and not you (you merely act as an agent on behalf of the Operator).

You provide no guarantee that any information regarding Operators or their travel services is correct.

Pricing and payment terms will be as stated in the Proposal and can change at any time until the booking has been confirmed.

We have included an acknowledgement from the Client that you may be entitled to a financial benefit from Operators where you sell their products and services to the Client.

We have also given you the right to charge a service fee which will be set out in the Proposal (if any).

Cancellation and refunds will be subject to the terms of the relevant Operator.

We have included a number of standard obligations here such as the requirement to act prompt in providing information, documentation and approvals.

This clause also sets out that the Client will be responsible for ensuring (to the extent relevant to their booking):

- They have a valid passport;

- They are aware of any health requirements;

- The correct details are included on travel documents; and

- They have adequate travel insurance.

Except to the extent caused by your breach, the Client indemnifies you (and takes responsibility for) the events or actions set out in this clause.

In this case, the Client will be responsible for losses you incur as a result of third party claims that may be made against you in connection with the Services (where they are a result of the Client), or any losses you suffer in connection with a breach or non-performance of this Agreement by the other party.