Marketplace Terms

This website is operated by iVvy Pty Ltd (iVvy).

These terms and conditions (Terms) are between iVvy (we, us, or our) and You (Your), an event supplier seeking to accept Bookings through the iVvy online booking system (Marketplace) and our partner websites. Please read these Terms carefully as it states the terms under which we make our services available to you. The Marketplace is designed to provide information about availability of suppliers, so that bookings can be made through the Marketplace with suppliers (Services).

The Marketplace is offered to you conditional upon your acceptance of all the terms, conditions, and notices set out below. When you use the Website, you accept and agree to be bound by these Terms and acknowledge you have read this agreement. In accepting and agreeing to be bound by these Terms, you also agree to be bound by the Website Terms and Conditions (if any) and Privacy Policy (as varied from time to time) which are accessible on the website and any other documents or terms (whether hard copy or online) that you agree to in connection with the Services and/or the Website.

We reserve the right to replace, change or otherwise modify the Terms without prior notice by posting the revised version of the Terms on the website. By your continued use of Marketplace after that posting you accept of the revised Terms.

DEFINITIONS AND INTERPRETATION

The following terms have these meanings, unless the context requires otherwise.

Booking means a booking for an Event that is made or taken from an enquiry generated through the iVvy Marketplace, Booking Engine, Events Software or Supplier Software. To avoid doubt a request for quote is not a Booking, an inquiry or request for a quote will only become a Booking once a payment has been received by either You or us in relation to a booking.

Booking Value means the total value of all monies received by You or us for a Booking excluding GST, excluding monies that You must refund as a result of the Booking being cancelled.

Content means all the information approved by you to be uploaded to Marketplace in connection with your company to be listed on Marketplace including but not limited to description, availability, price, property specifications and details, trade marks, branding, video, photographs, drawings, plans, Your name and contact details.

Customer means any person who makes a Booking.

Event means accommodation, catering, a function, meeting, gathering, convention, show, concert or other similar gathering and any other Services offered by You.

Events Software means the iVvy web based software made available to third party event organisers to enable the Event organisers to make Bookings (for the avoidance of doubt this is not a part of the Supplier Software and is separate software provided to Event organisers).

iVvy Payment Gateway means the payment processing service that is used to take payments from customers for Bookings made on the Marketplace.

Marketplace means any forum or facility where we give access to potential Customers to search, book and pay for an Event or similar products and/or Services offered by suppliers who operate businesses similar to You.

Merchant Fee means the fees of 1.7%.

Supplier Agreement means the agreement between You and iVvy in relation to the use of Marketplace and which incorporates these Terms.

Transaction Fee means 10% of the Booking Value unless otherwise agreed with us in the Supplier Agreement.

Booking Engine means the software that will be added to Your websites to allow visitors to those websites to see Event availability and pricing, and allow visitors to create a Booking or a request for proposal.

TERM
1. Duration
  
  These Terms will continue for the Term, and then until the agreement is terminated.
2. Marketplace
  1. We may remove your company from Marketplace if:
    1. we consider that you are in breach of these Terms or while we investigate a suspected breach of these Terms; or
    2. you do not place all of your bookings into the Supplier Software so that we can determine your availability; or
    3. you do not add appropriate images and text to your Content; or
    4. you regularly cancel Bookings,
    5. you regularly don’t respond to requests for proposals within 2 Business Days
  2. We may temporarily remove your company from Marketplace if required for technical reasons, systems maintenance or by law.
  3. You may request us to temporarily remove your company from Marketplace if required for technical reasons, systems maintenance or by law.
SERVICES
1. You agree and acknowledge that our role is providing a service of publication and dissemination of marketing information online to enable Bookings to be made for Event suppliers
2. We will provide you with Services that allow you to list your company on Marketplace and licence you the Supplier Software so that you can maintain your profile on Marketplace and accept online Bookings.
3. We will provide you with a web-based account (“Account”) through which you maintain your profile on Marketplace including providing accurate and up to date material on your company.
4. We will provide training in the use of the Software at your cost as set out in the Supplier Agreement.
YOUR OBLIGATIONS
1. You must:
  1. record (honestly and accurately) the Booking Value within 7 days after the completion of the Booking;
  2. Continually update the Content as to availability and provide accurate information at all times as to your service’s availability:
  3. Not upload any Content which is unlawful;
  4. Bear the costs connected with uploading the Content onto Marketplace;
  5. Obtain all necessary permissions, consents and approvals required to upload the Content onto Marketplace for use in accordance with the Terms;
  6. Not engage in fraudulent behaviour, defame any third party, harass any third party or gain unauthorised access to or interfere with any of our or a third party’s online resources or systems in the provision of the Content or use of the Services and/or Website;
  7. Ensure that the Content does not defame any third party, harass any third party or infringe or breach the rights of any third party (including disclosing any confidential or personal information of a third party without their consent);
  8. Ensure use of the Content for the purposes of the service will not breach any laws including laws relating to privacy, discrimination, terrorism, hate-based material or weapons of mass destruction;
  9. Not upload Content which is misleading or deceptive;
  10. Not swap the Content for one supplier for the Content for another supplier;
  11. Not use, reproduce or publish any trade marks except by saving or printing out a copy of any pages from the Website as expressly permitted in the Agreement; and
  12. Not incorrectly categorise Supplier Content.
2. You agree that unless otherwise agreed by You and the Customer, the terms contained in this Schedule A will be added to Booking made with Customers through the Marketplace.
CONTENT LICENSE
1. To enable us to provide the service, you grant us a non-exclusive, royalty free, worldwide, irrevocable, perpetual licence (with a right to sub-licence) to use, commercialise, reproduce, modify, adapt, publish, communicate and broadcast the Content.
WEBSITE ACCOUNT
1. You must:
  1. Only create one account per organisation;
  2. Not create an account for anyone other than yourself;
  3. Not provide any false information;
  4. Ensure that the information provided, including Content and contact information, is at all times accurate and up to date;
  5. Not create a false identity or misrepresent an affiliation with another person or entity; and
  6. Not provide details (including its password) to any other person or do anything that may impact on security of the service and/or Website.
FEES
1. You agree that we shall be entitled to:
  1. on charge any the Merchant Fees incurred by us in relation to any Bookings through our gateway;
  2. collect deposits and other payments for online Bookings.
2. Deduction of Fees
  1. You must record (honestly and accurately) the Booking Value.
  2. Where You collect payments for Bookings you will provide details to us of Booking Value and remit the relevant fees monthly and provide us with a monthly reconciliation of all such payments.
  3. If we collect further moneys from a Customer we will invoice You for any Transaction Fees and other amounts owing under the agreement in respect of such collected or additional payments and You must pay each invoice within 30 days of the date of the invoice.
3. iVvy Payment Gateway
  1. Where we collect a payment on your behalf for a Booking made on the Marketplace, we will:
    1. Remit to you the full amount minus any transactions fees for the Booking
    2. Only pay you on the 7th or next business day of the month for any outstanding payments
  2. If a client that has made a payment to iVvy and performs a chargeback, iVvy will deduct that chargeback value from any outstanding payments. If there are no outstanding payments, we will deduct the value of the chargeback and a $30 administration fee from you.
  3. iVvy will add to the value of any payments made through the iVvy Payment Gateway a fee which is set out in the Supplier Agreement.
  4. If your bookings have more than three chargebacks within a 4-month period, iVvy will retain a minimum of $2000 in its account to cover the value of any potential future chargebacks.
  5. If a Booking is cancelled or You do not receive full payment for a Booking the Transaction Fees and Merchant Fees (if any) remain payable based on the retained Booking Value only. However You will be entitled to a refund of one half of the Transaction Fees relating to that particular Booking. If no payment for the Booking is received by You, then no fees are payable by You
YOUR CONFIDENTIAL INFORMAION
1. Your acknowledgement
  
  You acknowledge that information relating to your company, services and availability will be publicly available on Marketplace.

Addendum A – Marketplace Bookings

You agree that unless otherwise agreed by You and the Customer, the the terms contained in this Schedule will be added to Booking made with Customers through the Marketplace.

General
1. You will not make any adjustments to the agreed Bookings without first obtaining written approval from the Customer

Cancellation, Re-sell and Attrition

If the Customer cancels an Event in its entirety the Customer shall pay a “Cancellation Fee” to You as set out below.

Timing of Cancellation	Cancellation Fee
8 weeks to 4 weeks prior to the Event start date	0% of the Event value retained with 100% rebooked and actualised within 6 months
4 weeks – 2 weeks prior to the Event start date	25% of the Event value with 75% rebooked and actualised within 6 months
2 weeks – prior to the Event start date	50% of the Event value retained with 50% rebooked and actualised within 6 months
1 week prior	75% of the Event value retained with 25% rebooked and actualised within 6 months

Any Cancellation Fee payable by the Customer under the Contract is to be credited towards future event/s held by the Customer or any of its affiliates within 6 months of the Event date.
You will make reasonable efforts to reduce the Customer’s Cancellation Fee by re-letting the cancelled Event space. The cancelled Event space will be classed as last let and therefore You will only confirm definitive cancellation fees after the intended Event dates.
The value of any new booking(s) is to be credited towards any Cancellation Fee incurred by the Customer, up to the value of the Cancellation Fee.

Warranties
1. You warrant and undertake to the Customer that:
  1. You will employ sufficient staff who are suitably qualified and trained to provide the Services in accordance with the terms of this Addendum and the Booking;
  2. You will comply with all applicable fire, safety and building codes with which You are required to comply by law or regulation; and
  3. You will comply with, and will procure that all of Your staff, contractors and agents comply with all applicable laws relating to anti-bribery and anti-corruption.
2. You shall perform Your obligations under in relation to the Booking:
  1. in a timely and workmanlike manner using the reasonable skill and care of a diligent supplier and at all times in accordance with good industry practice;
  2. in a safe manner which complies with all relevant safety and health legislation; and
  3. in a way that will reasonably co-operate with the Customer’s staff.
Termination
1. The Customer may terminate the Booking forthwith and without prejudice to its accrued rights at the date of termination if:
  1. You or any of Your assets is subject to any form of winding up, administration, receivership, insolvency proceedings or arrangements with creditors generally; or
  2. for legal or regulatory reasons.
  You shall notify the Customer in writing as soon as practicable following the occurrence of an event described in paragraph (a) above.
Force Majeure
1. If a Force Majeure event prevents the Event from proceeding then both parties will be excused performance and liability for non-performance of those obligations (provided that the parties are not in fault in causing the Force Majeure event and that the parties have taken all reasonable steps to mitigate and minimize the Force Majeure event)
2. The affected party may terminate the Agreement upon notifying the other party immediately upon becoming aware of any actual or possible Force Majeure event. If the Event is cancelled by the Customer due to a Force Majeure event, then You agree to refund to the Customer all prepaid deposits or advance payments paid to You without penalty, less any documented expenditure incurred by You in preparation for the Event, such as AV contractors and security personnel.
3. “Force Majeure” means circumstances beyond the reasonable control of either party (including, but not limited to, acts of God, governmental authority, declared war or terrorist attacks) making it illegal or impossible to hold the Event.
Intellectual Property and Advertising
1. You agree that You shall not use or otherwise reference the name of the Customer or a name or logo owned by the Customer, its partners, directors, officers, employees or consultants.
2. You will not use the Customer name, logo, or associated branding materials in any advertisement under any circumstances and irrespective of media, unless otherwise agreed between the parties.
Confidentiality
1. You agree to treat as confidential all proprietary information which You have access to either before or during the course of the Event, including any information concerning the Customer’s business affairs, staff and clients (‘Confidential Information’). You shall not disclose the Confidential Information to any other party without the Customer’s prior written consent, except as required by law.
Insurance
1. Without prejudice to the liabilities of You under the Contract, You shall maintain with a reputable insurer sufficient insurance cover to meet its liabilities in relation to the Booking. You shall produce evidence of such insurances at any time upon request by the Customer.
Liability
1. You will indemnify the Customer against any loss of or damage to property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of You, Your employees, sub-Contractors or agents.
2. Neither party excludes or limits its liability for death or personal injury arising from its negligence or that of its employees, sub-Contractors or agents or for any fraudulent pre-Contractual misrepresentations made by one party to the other party on which the other party relied or for any liability which by law cannot be excluded or restricted.
Noise and Construction/Refurbishment
1. You represent and warrant that there are no plans for any major construction, major renovation or remodeling other than ordinary maintenance over the dates of the Event. You will notify the Customer as early as possible prior to the Event of any change to this or any other activity which may materially impact or otherwise disrupt or adversely affect the Event.
2. Upon such prior notification, the parties shall discuss the impact of the construction or other activity and shall seek to agree alternative arrangements for the Event. If the parties cannot agree on acceptable alternative arrangements, the Customer may terminate the Booking and, in such circumstances, no Cancellation Fee will be payable and any prepaid deposits or advance payments paid to You by the Customer will be promptly refunded.
3. The parties shall renegotiate in good faith the amounts payable if an Event is adversely affected due to a breach of this clause by You.
Dispute Resolution
1. If there is a dispute relating to this Addendum or the Booking, the parties agree to submit to mediation before having recourse to any other dispute resolution process.
2. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties.
3. The parties will use their best endeavours to settle the dispute promptly. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree.
Governing Law
1. This Addendum is governed by and construed in accordance with the laws of Queensland, Australia and any dispute arising out of this Addendum shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia to which both parties hereby agree to submit.