TERMS AND CONDITIONS

For providers and suppliers of accommodation, flights, hire and any other associated product related to travel or travel products that are supplied or sold through the A1 Holidays website.

THIS AGREEMENT

Between:

1. A1 HOLIDAY PROMOTIONS PTY. LTD. trading as A1 Holidays and A1 Holidays.com.au (Business Name Registration No. 19262383) Of U4, 958 Kingston Road, Waterford West, 4133 in the State of Queensland ("A1 Holidays and A1 Holidays.com.au"); &

Party 1.

Being:

Providers and Suppliers of accommodation, flights, hire and any other associated product related to travel or travel products that are supplied or sold through the A1 Holidays website.

IT IS AGREED BY THE PARTIES AS FOLLOW:-

1.  Definitions and Interpretation

1.1  In this Agreement, unless the context otherwise requires or unless otherwise indicated by alternative text:

"A1 Holiday Promotions Pty. Ltd."

Refers to A1 Holiday Promotions Pty. Ltd. being the registered company owned and operated by Samuel Raymond Watson and Judith Faye Watson (ACN. 111 856 501 ABN. 52 111 856 501 ANZSIC 53240);

"Commencement Date"

Shall mean: - The day from the date of lodgement of the Accommodation information listing form, Address - www.a1holidays.com.au/applynow.htm;

"Commission"

Shall mean the commission payable to A1 Holidays and A1 Holidays.com.au by Party 1 as a Provider or Partner under the terms of this Agreement, being 10% of the total price or consideration for all Hotel reservations and bookings by a customer calculated at the rate marked or listed on the Hotel Reservation Site, which amount shall be paid to A1 Holidays and A1 Holidays.com.au by way of A1 Holidays and A1 Holidays.com.au automatically deducting the same from the reservation fee paid by a customer upon confirmation of reservation by a customer unless otherwise stated in the text;

"Hotel"

Shall mean any premises or complex being a hotel, motel, resort, apartment block, bed & breakfast inn, retreat or any other premises that is used for paid accommodation;

"Hotel Reservation Site"

Shall mean the web site www.a1holidays.com.au operated and owned by A1 Holiday Promotions Pty. Ltd. trading as A1 Holidays;

"Provider or Partner"

Shall mean any person, business, company or other organization or entity whose or which business relates to tourism, including but without limitation any Hotel and provides an inventory or item to A1 Holidays and A1 Holidays.com.au to sell or re-sell on the Hotel Reservation Site and (as the case may be) any other sites owned by A1 Holidays and A1 Holidays.com.au and/or A1 Holiday Promotions Pty. Ltd. or by any other marketing method at a commissionable rate.

1.2 In this Agreement, except to the extent that the context otherwise requires:

(a)  Words importing the singular number include the plural and vice versa. A Gender includes the other gender. Any reference to a person includes a Reference to a corporation, firm, authority, government, governmental authority, state or agency of a state.
(b)  A reference to legislation or to a legislative provision includes all regulations, orders, proclamations, notices or other requirements under that legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision.
(c)  The clause headings in and indexed to, this Agreement are for reference and convenience purposes only and do not in any way influence or affect the meaning of this Agreement.
(d)  A reference to any party to this Agreement or to any other deed, agreement, licence, document or other instrument required under this Agreement or for the purposes of this Agreement includes that party's executors, administrators, substitute successors and permitted assigns.

2.  Conditions of Hotel Listing and Reservation Operation

2.1  Party 1 warrants as follows:

It has the full powers, authority and capacity to enter into this Agreement and has duly obtained all necessary approvals and licences to do so;

2.1.1  It is a Provider or Partner within the definition in Clause 1 and will at all times during the currency of this Agreement continue to be so;

2.2  The Hotel nightly price or rate listed on the Hotel Reservation Site by Party 1 as a Provider or Partner shall at all time not exceed the advertised door or rack rate by Party 1. If any Provider or Partner including but not limited to Party 1 applies a discounted rate to the Hotel Reservation Site it is the entire decision of such Provider or Partner to discount and this shall have no bearing on this Agreement.

2.3  Subject to the terms and conditions contained in this Agreement, A1 Holidays and A1 Holidays.com.au gives permission to Party 1 as a Provider or Partner for access to the Hotel Reservation Site by means of operator provided security code supplied to A1 Holidays and A1 Holidays.com.au for making and updating changes on inventory listings and room pricing per night but not otherwise.

2.4  Save and except those agreed and specified in Clause 2.3, Party 1 will not make any or subsequent variation or addition or alteration to its web page on the Hotel Reservation Site unless the following conditions are satisfied:

2.4.1  Party 1 will give prior written notice to A1 Holidays and A1 Holidays.com.au and provide details of variation addition and alteration;

2.4.2  Party 1 will allow a seven business days period for any variation addition or alteration to be rectified and updated from the date of agreed acceptance of such variation addition or alteration by A1 Holidays and A1 Holidays.com.au;

2.6  A1 Holidays and A1 Holidays.com.au will provide a technical support program for Party 1 in relation to the Hotel Reservation Site upon request of Party 1. This program will be accessible to Party 1 as a Provider or Partner between the hours of 9:00am to 5:.00pm (Eastern Standard Time) Monday to Friday except Saturday, Sunday, Public or Bank Holidays in the State of Queensland, Australia.

2.7  Party 1 hereby irrevocably and unconditionally gives and grants A1 Holidays and A1 Holidays.com.au the full and absolute rights to receive the Commission by way of automatically deducting an amount being 10% of the total price or consideration of all reservations or bookings made by a customer on the Hotel Reservation Site as the reservation fee paid by a customer upon confirmation of the reservation by the customer.

2.8  Upon confirmation of a reservation by a customer, A1 Holidays and A1 Holidays.com.au will send via E-mail a booking voucher to the customer listing all relevant reservation information for that booking including a specified link to Party 1 being a Provider or Partner for payment of any agreed security deposit by the customer by way of the customers credit card for that reservation to Party 1 as such Provider or Partner.

2.9  After payment of the Commission to A1 Holidays and A1 Holidays.com.au in manner aforesaid, the website data system of the Hotel Reservation Site will send to Party 1 a reservation confirmation of the customer via E-mail and at the same time by facsimile transmission.

2.10  Upon receipt of the customer reservation information from A1 Holidays and A1 Holidays.com.au, Party 1 is obliged to make the reserved Hotel room available to that customer for a period of time as specified in this Agreement, being 12 hours from the time of confirmation of that reservation from A1 Holidays and A1 Holidays.com.au to Party 1. Should the customer fail to pay the agreed security deposit to Party 1 within the said 12 hours, Party 1 will have the full and unconditional right and option to either (I) to cancel that reservation and restore the period so booked back to the inventory as an available room or (ii) contact the customer with the information provided on the reservation confirmation to follow up and demand for payment of security deposits or other money or balances.

2.11  Party 1 agrees and accepts that it has no financial or other claim or demand or recourse whatsoever against A1 Holidays and A1 Holidays.com.au for any non-payment of security deposits, balance of reservation payment or other money or the non-arrival of a customer that has made a reservation on the Hotel Reservation Site or any conduct of any customer. Party 1 is fully responsible to follow up with all customers after the reservation confirmations have been submitted to Party 1 by A1 Holidays and A1 Holidays.com.au or Hotel Reservation Site pursuant to Clause 2.9.

2.13  The parties agree that all properties and services will be listed on the Hotel Reservation Site in specific order of region and star rating and no other method of listing will be entered into so as to give a particular property or service an advantage over any other listing in that region or by a star rating.

3. General Provisions

3.1  A1 Holidays and A1 Holidays.com.au will use its best endeavours to develop and update the Hotel Reservation Site, Hotel listings, information regarding Party 1 and other Hotel or Provider or Partner, developmental programs, maintenance of the hotel reservation system, the advertising, site content and all text and graphics that relate to or appear on Hotel Reservation Site. Party 1 will be fully responsible to maintain and list Hotel inventory at its discretion and to list Hotel nightly prices or rates on the Hotel Reservation Site.

3.2  Without limiting the generality of Clause 3.1, A1 Holidays and A1 Holidays.com.au will use its best endeavours to ensure and upkeep-:

3.2.1  The technical operation of the Hotel Reservation Site and all related equipment;

3.2.2  The accuracy and appropriateness of communication with customers; and

3.2.3  The materials posted on the Hotel Reservation Site are not defamatory, libellous or otherwise in contravention of any law.

3.3  Without limiting the generality of Clauses 3.1 and 3.2, A1 Holidays and A1 Holidays.com.au makes no representation or warranty or undertaking that the operation of the Hotel Reservation Site are and will be uninterrupted or error free and A1 Holidays and A1 Holidays.com.au will not be liable or held liable for any loss or damage or whatever consequences of any interruptions or errors.

3.4  The parties accept and agree that the duties and obligations of A1 Holidays and A1 Holidays.com.au under this Agreement are those as set out in Clauses 2.3 to 2.9 and 2.12 to 2.14 and limited to issues relating to the online hotel reservation process and confirmation but not further or otherwise and Party 1 may refer any queries from any customer regarding online hotel reservation process and confirmation to A1 Holidays and A1 Holidays.com.au

3.5  A1 Holidays and A1 Holidays.com.au indemnifies and agrees to keep indemnified Party 1 from all loss or damage arising from any claim demand or action of or by any person or entity against Party 1 due to the default or breach of A1 Holidays and A1 Holidays.com.au under this Agreement but not further or otherwise.

3.6  Without prejudice to Clause 3.8, Party 1 indemnifies and agrees to keep fully indemnified A1 Holidays and A1 Holidays.com.au in respect of any claim demand or action by any customer or any person or entity against A1 Holidays and A1 Holidays.com.au or for which A1 Holidays and A1 Holidays.com.au is or will be or may be liable or held liable in connection with any loss damage death injury cost or expense whatsoever, whether arising from contract tort public liability or otherwise, sustained incurred or suffered as a result of or attributable to any act omission negligence default or breach or other conduct of Party 1 or any customer or any other person or entity whether under this Agreement or in relation to the Hotel Reservation Site or any Hotel or any Hotel reservation or otherwise including but not limited to any legal costs and expenses as between Solicitor and Client incurred by A1 Holidays and A1 Holidays.com.au or for which A1 Holidays and A1 Holidays.com.au is or will be or may be liable or held liable.

3.7  Other than issues relating to online Hotel reservation process and confirmation by customers in Clause 3.4, A1 Holidays and A1 Holidays.com.au will forthwith upon receipt of any claims or queries from any customer, whether or not directly or indirectly related to Party 1 or the Hotel or any room reserved or any other issues, refer the same to Party 1 for its attention and handling.

3.8  Save and except those stated in Clauses 3.4 and 3.5, A1 Holidays and A1 Holidays.com.au will not be liable or held liable for any loss damage death injury cost or expense whatsoever, whether arising from contract, tort, public liability or otherwise, sustained suffered or incurred by any customer or Party 1 or any other person or entity in connection with or attributable to this Agreement or the Hotel Reservation Site or any Hotel or any Hotel reservation or otherwise. Such aforesaid loss damage death injury cost or expense will include but not limited to loss damage death injury cost or expense caused by or resulting from any act or omission or other conduct of A1 Holidays and A1 Holidays.com.au (except for gross negligence or wilful default) or caused by or resulting from any act or omission or negligence or default or other conduct of Party 1 or any customer or any other person or entity or owing to circumstances beyond the control of A1 Holidays and A1 Holidays.com.au, whether consequential or otherwise and whether or not such loss damage death injury cost or expense is reasonably foreseeable.

4. No Exclusive Right

4.1  Party 1 agrees and acknowledges that this Agreement shall not give to Party 1 any sole or exclusive right participation or preference in relation to the Hotel Reservation Site. A1 Holidays and A1 Holidays.com.au has the full and unfettered right and discretion to include or exclude any Hotel or Provider or Partner into or from the Hotel Reservation Site as it deems appropriate from time to time without any notification to or consent from Party 1 or any other Hotel or Provider or Partner regardless of the region, property, star rating or business type.

5. Termination

5.1  This Agreement shall be terminated in the following circumstances:

5.1.1  on the occurrence of the following event, which is or is deemed to be fundamental breach of this Agreement:

(a)  Failure to comply with the terms of any default notice as defined in Clause 5.2 within the time stipulated;

5.1.2  Where Party 1 commits an act of bankruptcy or is declared bankrupt or insolvent or the estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;

5.1.3  Where Party 1 goes into liquidation either compulsorily or voluntarily (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if Party 1 makes an assignment for the benefit of or enter into any scheme or arrangement or composition with its creditors generally or threatens to do any of these things [or any judgment is made against Party 1 or any similar occurrence under any jurisdiction affects Party 1];

5.1.4  The appointment of any type of insolvency administrator in respect of the property or affairs of Party 1 or the merger with or the takeover of Party 1 by another person;

5.1.5  If a decision for termination of this Agreement is made in the dispute resolution by the mediator under Clause 7; or

5.1.6  If either party ceases or threatens to cease business.

5.2  In the event of a breach by either party of any of the provisions of this Agreement, the other party may serve written notice to the party in default requiring the breach to be rectified or remedied within a period of time as stipulated in that notice but nothing in this clause shall require the other party to serve notice of any breach before taking action in respect of it.

5.3  For the avoidance of doubt, the expiry or termination of this Agreement will be without prejudice to any rights or liabilities which have already accrued to or by either of the parties under this Agreement, nor shall it affect any provision of this Agreement which is expressly or by implication intended to continue in force after expiry or termination. Neither will the expiry or termination of this Agreement release either party from any liability or right of action whatsoever which at the time of expiry or termination has already accrued to either party or which may thereafter accrue in respect of any act or omission prior to such expiry or termination. Such rights may include but not be limited to the recovery of any money due and/or payable.

5.4  On the expiry or termination of this Agreement A1 Holidays and A1 Holidays.com.au will be entitled to remove and delete from the Hotel Reservation Site all information on Hotel listings, room prices and rates, advertising, marketing and all other materials and links whatsoever in relation to Party 1 as A1 Holidays and A1 Holidays.com.au sees necessary within 7 business days and Party 1 will have no right to use any security code for access to the Hotel Reservation Site.

6. Confidentiality.

6.1  A1 Holidays and A1 Holidays.com.au and Party 1 agree that during the course of providing services and preforming or observing this Agreement, each party may become acquainted with or have access to the business information, which includes but without limitation to all information concerning the business details of each and every party to this Agreement and other person or entity in respect of the products and services, Hotel Reservation Site, lists of customers and clients and details of customers and clients) ("business information") which will be regarded as confidential information and that the business information will remain the property of the relevant owner.

6.2  Each party expressly warrants and undertakes:-

(a) To maintain the strict confidence of the business information and to permanently prohibit and prevent any unauthorised disclosure to or use by any other person, firm or company;
(b) To disclose and provide access to the business information to only such of its employees officers and agents who need to have access for the purposes of performing and providing services under the terms of this Agreement, but not otherwise;
(c) To take all reasonable steps and necessary actions to maintain preserve and safeguard the security and continued secrecy of the business information and to procure and ensure its employees officers and agents maintain that security and continued secrecy and use the business information solely for the purposes permitted by this Agreement;
(d) Not at any time make or assist any other person whatsoever to make any unauthorised use or disclosure of the business information and shall take all reasonable steps to procure and ensure every person, who as its employee officer and agent, acquires or becomes possessed or apprised of any business information at any time shall not make or assist any other person whatsoever to make any unauthorised use or disclosure of that business information;
(e) Business information of either party will not be used or circulated within the other party or to its affiliates or authorised representatives except to the extent required to fulfil the terms and conditions of this Agreement;
(f) That the business information will not be copied, sold or revealed in part form or by whole unless otherwise stated in this Agreement;
(g) not to use the business information for any purpose other than for the performance and observation of this Agreement;
(h) that the business information will not be altered to remove any trademark, copyright or other identification marks which indicate the ownership or interests of that business information;
(i) to notify the other party in writing immediately if it comes to the knowledge of either party that any business information is or has been passed on without the authorisation or consent of the owner whether that business information is in part or whole form;
(j) to implement necessary procedures including but not limited to the execution of non-disclosure statements or agreements by its officers, employees, agents, contractors or authorised representatives who would require access to the business information as and when reasonably required by the relevant owner;
(k) not to remove the business information from its premises unless with the express written consent of the other party; and
(l) At the request of the relevant owner, to return dispose or destroy any or all business information provided for in the terms and conditions of this Agreement whether kept by document or by other method of information storage.

6.3  For the avoidance of doubt, a party will not be in breach of Clause 6 in circumstances where it is legally compelled to disclose the other party's business information.

6.4  The parties declare and agree that their obligations under this Clause 6 shall remain in full force and shall continue to take full effect notwithstanding the expiry or termination of this Agreement

7.  Dispute Resolution

7.1  If any dispute or difference shall arise in connection with this Agreement, neither party shall commence any court or arbitration proceedings unless the parties to the dispute or difference have complied with the terms and conditions in the following Clauses 7.2 and 7.3.

7.2  Notice of dispute must be delivered in writing from the party claiming the dispute or difference to the other party where the dispute has arisen in relation to the Agreement by way of pre-paid registered post or signed courier. The notice of dispute must set out all necessary information including but without limitation the following:-

7.2.1  Full specifications and details of the dispute or difference;

7.2.2  The dispute resolution technique (eg expert determination) and procedures to be adopted;

7.2.3  The timetable for all steps in those procedures; and

7.2.4  The selection and compensation of the independent person required for such technique.

7.3  The parties shall within seven business days after receipt of the notice of dispute or within such longer period as otherwise agreed by the parties or as otherwise specified in the notice of dispute mediate the dispute or difference in accordance with the Mediation Rules of the Law Society of Queensland and the President of the Law Society of Queensland or the President's nominee will select the mediator and determine the mediator's remuneration, whose selection and determination shall be binding on the parties.

8.  Force Majeure

8.1  Neither party will be liable or deemed to be liable to the other party for failure or delay in meeting any obligation due to strikes and/or lockouts (whether of its own employees or those of other persons or entities and/or whether or not the party against whom such action is taken could have resolved or avoided the same by acceding to the demands of the employees responsible for such action), Acts of God, war, fire, flood, embargo, litigation, national emergency, prohibitive governmental legislation or acts or any other cause beyond the reasonable control of the party who has the duty to perform which would render performance of this Agreement impossible.

8.2  Upon the happening of any or more of the causes in Clause 8.1, the time for performance of the obligations under this Agreement will be extended by the same period or periods for which performance is delayed. The affected party will forthwith use its best endeavours to remove or avoid such causes of non-performance and will continue performance under this Agreement with due expediency as and when such causes are removed.

8.3  For the avoidance of doubt, nothing in this Clause 8 shall be construed as requiring the affected party to settle any industrial dispute.

9.  No Partnership or Venture

9.1  Notwithstanding any provision contained in this Agreement or any implication, which might otherwise arise, the parties agree and acknowledge they are not partners or joint venturers and their relationship is not one of partnership or joint venture.

10.  Notices

10.1  Subject to Clause 7, service of any notice under or relating to this Agreement will be sufficiently served:-

a)    If delivered personally to the party to be served; or
b)    If left at or sent by pre paid registered post to:

  (i)  The address of the party to be served as set out in the description of that party at the beginning of this Agreement;
  (ii)  The last known place of abode or business of the party to be served; or
  (iii)  The registered office of any party to be served which is a company.

11.  Proper Law and Jurisdiction

11.1  This Agreement will be governed by and construed pursuant to the laws of Queensland in every particular including formation and interpretation and shall be deemed to have been made in Queensland and the parties agree to irrevocably submit to the exclusive jurisdiction of the Courts of Queensland and the Courts of Appeal from them and/or relevant tribunals in connection with any dispute relating to this Agreement.

12.  No Waiver

12.1  No failure, forbearance, delay or indulgence by a party in enforcing any right or provision of this Agreement shall operate as any waiver or prejudice or restrict the rights and remedies of that party or affect the validity of this Agreement, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

13.  Severability

13.1  The parties agree and acknowledge that a construction of this Agreement that results in all provisions being valid and enforceable is to be preferred to a construction that does not so result.

13.2  If and in the event that notwithstanding Clause 15.1, a provision of this Agreement is or at any time becomes prohibited or unlawful under any applicable law, regulation or other condition actually applied or otherwise becomes void or unenforceable: -

13.2.1  If the provision would not be void illegal or unenforceable if a word or words was / were omitted, that word or those words are severed; and

13.2.2  In any other case, the whole provision is severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement. The remaining provisions are self-sustaining and capable of separate enforcement and will, to the extent permitted by the relevant law, regulation or other condition, continue in full force and effect. Where however, the provisions of any such applicable law, regulation or other condition may be waived, they are waived by the parties, but not beyond, the full extent permitted by law, regulation or other condition to enable this Agreement to constitute a valid and binding obligation enforceable in accordance with its terms.

14.  Other Provisions

14.1  This Agreement supersedes all prior oral and written negotiations, agreements, arrangements, communication and undertakings between the parties and constitutes the entire agreement between the parties. No addition to or modification or waiver of any provision of this Agreement shall be effective and binding upon the parties unless made by written instrument and signed by a duly authorised representative of the party.

14.2  The parties, in entering into this Agreement, have not relied upon any warranty representation or statement, whether oral or written, made or published by any other party or any person on behalf of any other party or otherwise in connection howsoever with the subject matter of this Agreement, except such as are expressly provided herein and subject thereto, have relied entirely upon their own independent enquiries knowledge and investigations relating to the subject matter of this Agreement.

14.3  Subject to Clause 16.4, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded.

14.4  Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying application of or exercise or liability under such condition or warranty, the condition or warranty will be deemed to be included in this Agreement.

14.5  If any party to this Agreement comprises more than one person or entity, the liability of those persons or entities shall be joint and several in this Agreement.

14.6  All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any other right granted by this Agreement or otherwise available to it.

14.7  Each of the parties shall give notice to the other of change or acquisition of any address or telephone, facsimile or similar number as soon as practicable and in any event within 48 hours of such change of acquisition.