Cairns Deals – Provider Application Form

cairns deals

Cairns Deals

SPA4ME

PO Box 364

Port douglas

QLD 4877

 

P: 0408054538

E:info@spa4me.com.au

W:wwwspa4me.com.au

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Spa 4 Me booking form

 

Spa 4 me operates a website whereby members of the public may sign up for special offers on a range of goods/services. The merchant wishes to use Spa 4 Me to promote its goods/services on the Spa 4 me website, on the terms and conditions set out in this terms and conditions sheet and the

standard terms (together, the agreement).

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Item 1 Merchant Details
Business Name:Specify the name of the business which the merchant trades under.
Business Owner(s):Specify the name of the business owners as applicable: (a) name of company that operates the business: (b) name of sole proprietor and ( c) name of partners.
ABN:
A C N:
Attention: Name of Merchant’s main authorise representative or authorised contact person.
Position:
Address:
Land line phone:
Mobile:
Facsimile:
Email:
Website:

 

Item 2 Spa4me details
Name: Spa4me
A B N:
Phone number: 408054538
Address: PO box 364 Port Douglas 4877
Deal ID:
Sales executive: Tanya Galvin
Account executive: Natalie Galvin
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Item 3 Offer

Goods/services included in offer:A precise and accurate description of all the elements to be offered to customers as part of the offer (including the normal recommended retail price for each individual element of offer). This should include at least:

  • The normal, recommended retail price for each individual element of offer, and
  • Where services are involved, the time it will take the merchant to perform that service (eg: a massage may be given for an hour).

 

 

 

 

 

Total Value of offer:An accurate price (inclusive of GST) that reflects the normal, standard non-discounted total rack price for the above offer.
Offer price:The price of the offer (inclusive of GST) as it will appear on the SPA 4 ME website (ie: the cost of the vouchers that prospective customers may purchase)
Saving: Calculated as a percentage or dollar.

 

Item 4Period:The offer redemption period is the period during which customers may redeem their voucher or offer. This should be a reasonable period and be very clearly expressed as a condition to the offer so that no customer is in any doubt as to when the offer redemption period ends.

 

Item 5Minimum QuantityThis is the minimum quantity of customer commitments to purchase the offer to trigger the issue of vouchers for the offer.
Maximum QuantityThis it the quantity of customer commitments at which point the offer will no longer be available.

 

Item 6

Any and all special conditions or restrictions to purchasing or redemming the voucher (including ‘black out’ periods, limits to the number of persons/adults/kids, restictions on date/time of redemption of offer, non-participating merchant locations, age restrictions, limitations, restrictions on number of vouchers for offer that may be purchased etc).

 

Item 7

 

The day/days that Spa 4 Me initually aim to feature the offer on the Spa 4 Me website. Please not, the day/days that the offer will feature on the Spa 4 Me website is to be advised and determined by Spa 4 Me. The parties acknowledge that Spa 4 Me can, in its sole discretion, change the promoitonal period at any time, by written or verbal advice of the change.
Item 8Exclusivity PeriodThe period of time in which the merchant agrees it will be restricted by the matters set out in clause 2 of standard terms.

 

Item 9:Payment will be made to merchant in accordance with clause 6 of the standard terms. Merchant payment will not be made unless correct bank details are provided for item 10 below. % of the amounts received by Spa 4 Me (excluding GST) from customers purchasing vouchers for the offer, less any refunds paid to customers by SPA 4 Me.

 

Item 10
Account name:
BSB:
Account number:

 

The parties agree that neither party will be bound by the terms of this agreement, and nothing will oblige Spa 4 Me to promote the offer or any offer terms until the merchant has signed this terms sheet.

 

By signing this agreement the merchant acknowledge that it has read and understood the Spa 4 Me promotional services agreement – standard terms and agrees to be bound by them.

 

If this agreement is signed on behalf of a business or company, the signatory warrants that he/she:

 

(a) has authority to and has bound the business or caompany to the terms of this agreement, and

(b) binds the business to the terms of application as outlined in the standard terms and conditions of this agreement.

 

Please note that once the Term sheet is executed by both parties, the terms of this Term sheet as detailed above are unable to be changed without the permission of both parties.

 

The merchant acknowledges that failure to comply with this agreement will entitle Spa 4 Me to invoice and/or pursue the merchnt for (at least) the full amount of refunds made to consumers, Spa 4 Me’s lost profits under the contract, advertisement production costs, loss of reputation and other out-of-pocket expenses (such as debt recovery costs and legal fees).

 

 

 

 

Date:

 

Full name of authorised signatory:

 

Signature:

 

Address:

 

 

 

 

 

 

 

Name of witness:

 

 

 

 

 

Signature:

 

 

 

Spa 4 Me Promotional services agreement – standard terms

 

  1. Definitions and interpretation(a) (1) The terms sheet: and(2) these standard terms.

 

(b) In the event of any inconsistency between the documents comprising this agreement, this agreement shall be interpreted according to the order above.

 

    1. Definitions and interpretation

The dictionary in clause 16 Defines some fo the terms used in this agreement and sets out the rules of interpretation which apply to this agreement.

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  1. Exclusivity

 

(a) From the date of execution of this agreement until the end of the promotional period, the merchant warrants that:

 

  1. it will not make or enter into any contract, arrangement or understanding with any person other than Spa 4 Me, or authorise any person other than Spa 4 Me, to makke the offer (or any offer in the same or substantially similar terms) available to prospective purchasers or customers of the Merchant.

 

  1. It will not itself make the offer (or any offer in the same or substantially similar terms) available to prospective purchasers or prospective customers of the Merchant, via any medium whatsoever (other than on the Spa 4 Me website), on terms substantially as favourable as or more favourable for the Merchant’s prospective customers than the terms contained in this agreement. (b)During the exclusivity period, Clause 2 (a) (i) shall continue to apply, but the merchant may itself make the offer (or any offer in the same or substantially simliar terms available to prospective purchasers or prospective customers of the merchant on the terms contained in this agreement, but not on terms more favorable for the Merchant’s prospective customers than the terms contained in this agreement.

 

 

( C ) The Merchant further warrants that it will not make or enter into any contract, arrangement or understanding with a Spa 4 Me Competitor which would result in a Spa 4 Me competitor promoting the goods and/or services (of any kind) of the Merchant either:

 

  1. from the date of execution of this agreement until the end of the promotional period; and/or
  2. during the exclusivity period.

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Spa 4 me obligations

Spa 4 me will:

(a) promote the offer in accordance with the details specified on the Terms Sheet: and

(b) sell vouchers redeemable for the offer on its website during the promotional period.

 

 

  1. Merchant’s Obligations

The merchant agrees that:

 

(a) in consideration for Spa 4 Me providing the services referred to in Clause 3 of this afreeement, Spa 4 Me will be paid the Services Fee:

 

(b) the Offer will be supplied on the offer terms detailed in the Terms Sheet during the whole of the redemption period if the minimum Quantity of Vouchers is reached or exceeded in the promotional period:

 

( c) The offer and the Offer terms comply with all applicable laws, regulations and codes:

 

  1. any descriptions of the offer terms comply with all applicable laws, regulations and codes:

 

(e) all conditions of availability or eligibility for purchase of the offer at the offer price are stated in the offer terms as set out in the Terms Sheet:

 

(f) It will not discriminate against, or unfairly treat, any customer redeeming a Voucher (as compared with others customers of the merchant who are not redeeming Vouchers, or otherwise);

 

(g) in the event that Spa 4 Me reasonably believes that the Merchant is in Breach of nay provision of this agreement:

  1. the merchant will promptly provide a full refund to any customer of the full amount paid by the customer for the Voucher in connection with the offer under the offer Terms, after being requested by Spa 4 Me to do so; and
  2. notwithstanding clause 4(g)(i), the merchant indemnifies and holds harmless Spa 4 Me from and in relation to any charge-back, refund or other payment or recompense made by Spa 4 Me in its sole discretion to any customer or any card issuer or bank; and

 

(h) in the event that the Merchant sells or otherwise transfers its business or any part of it’s business interests to a third party, the Merchant will;

  1. the merchant will promplty provide a full refund to any customer of the full amount paid by the customer for the Voucher in connection with the Offer under the Offer Terms, after being requested by Spa 4 Me to do so; and
  2. notwithstanding Clause 4 (g)(i), the Merchant indemnifies and holds harmless Spa 4 Me from and in relation to any charge-back, refund or other payment or recompense made by Spa 4 Me in its sole discretion to any customer or any card issuer or bank; and

(h) in the event that the merchant sells or otherwise transfers its business or any part of its business interests to a third party, the merchant will;

 

  1. continue to be bound by the terms of this Agreement and
  2. will indemnify any and all loss or damage suffered by Spa 4 Me as a result of the sale or transfer, including (but not limited to refunds issued to customers due to the new business owners refusing or failing to honour Vouchers.

 

 

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  1. Promotion5.1 Determination of Promoitonal Period(a) Spa 4 Me will, acting reasonably, determine the date or dates on which the offer will appear on the Spa 4 me website (the ‘promotional period’) and will promptly advise the Merchant as to the Promotional Period when determined.(b) Spa 4 Me may, acting reasonably, alter the Promotional Period afer discussion with the Merchant, and will promptly advise the Mercahnt as to the altered promotional period.

 

    1. Outcome of Promotion and Redemption Offer

If at the conclusion of the promotional period:

(a) the minimum quantity is not reached then Spa 4 me will not sell any Vouchers to customers, and there will be no obligation on Spa 4 Me to pay the Merchant and the offer will not proceed;

 

(b) the minimum quantity is reached then Spa 4 me will;

  1. issue a Voucher to each customer who makes a commitment to purchase the offer containing a unique number or code which may be presented or quoted to the Merchant to redeem the offer;
  2. pay the Merchant the Merchant payment in accordance with clause 6; and
  3. provide to the Merchant for verification purposes such transaction identification details as may be required, which my include a list of customer names and corresponding Voucher numbers or codes.

 

    1. Expiry of Vouchers(a) Vouchers will only expire at the end of the Redemption Period; and(b) The Merchant agrees to honour the terms of Vouchers up to and including the end of the Redemption period.

 

  1. Payment(a) If Spa 4 Me sells Vouchers to customers in relation to the offer, Spa 4 me will;

 

  1. pay the Merchant 90% of the Merchant payment, plus GST (where applicable), within 5 business days of the end of the promotional Period: and
  2. the remaining 10% of the Merchant payment, plus GST (where applicable) on the last business day of the second full calendar month following the end of the Promotional period.For example; if the end of the promotional period fell on any day during October 2011, then the remaining 10% of the Merchant payment would be paid on 30 December 2011.

 

(b) Spa 4 Me may deduct from the Merchant payment payable to the Merchant any amount paid or payable by Spa 4 Me pursuant to clause 4(g) in realtion to that offer promotion or any other offer promotion, pro-rated by reference to the Merchant payment as a percentage of the total revenue raised from the sale of Vouchers.

 

( C ) Any such amount paid or payable by Spa 4 Me pursuant to clause 4(g) is payable by the Merchant to Spa 4 Me if the Merchant payment has already been paid by Spa 4 Me to the Merchant.

  1. Indemnities

 

(a) the merchant indemnifies Spa 4 Me for any loss Spa 4 Me may incur, or be liable for, arising from or in connection with:

 

  1. any breach by the Merchant of any term of this agreement or any negligent act, omission or default on the part of the Merchant or itsPersonnel in relation to the performance or non-performance of its obligations under this agreement and provision of the Offer to any customer; and
  2. any failure by the Merchant to makes the offer available to the public on the offer Terms for the whole of the promotional period and the redemption period or to supply the offer on the Offer Terms to any member of the public to whom a voucher has been issued.

 

(b) Spa 4 me website may include a comments facility that allows users to comment on the Merchants offer. The merchant acknowledges that Spa 4 Me is not responsible for the content of any comments and hold Spa 4 Me harmless for any actions, claims, liability or loss in respect of the comments facility.

    1. Limitation of Liability

(a) This clause 7.2 sates the entire aggregate liability of Spa 4 Me and the exclusive remedy of the Merchant however arising in realtion to Cudo’s provision of, or failure to provide, any goods or services pursuant to this agreement.

 

(b) To the maximum extent permitted by law, Cudo limits its liability, however arising in relation to provision of or failure to provide any service pursuant to this agreement, to the price paid for that service and excludes liability to the merchant in relation to any loss of profits or lost business or business opportunities of the Merchant.

(C ) Notwithstanding any other provision in this agreement, neither party will be liable to the other party for any and all consequential loss.

 

  1. Termination8.1 Termination(a) Spa 4 Me may terminate this agreement immediately at its sole discretion;(I) at any time prior to the commencement fo the promotional Period;(ii) if in its reasonable opion the promotion of the offer or Spa 4 Me association with the Merchant is likely to impair the goodwill or reputation associated with Spa 4 Me or Spa 4 Me’s business, is otherwise prejudicial to Spa 4 Me or Spa 4 Me’s business, or may cause detriment to the good standing and reputation fo Spa 4 Me or Spa 4 Me’s business.

(b) This agreement may be terminated by either party on 14 days’ notice if:

  1. a party breaches a material obligation under this agreement and fails to remedy that breach within 14 days of the other party giving it written notice of the breach; or
  2. an insolvency event occurs.

 

( C) Termination of this agreement;

 

  1. Will not affect in any way the obligations of the Merchant to provide the offer in accordance with the terms of the offer to any customer that has a Voucher issued by Spa 4 me; and
  2. will not give rise to any liability of Spa 4 Me in respect of any Loss or consequential loss suffered by the Merchant.Effect of terminationTermination of this agreement is without prejudice to accrued rights and obligations of a party and clauses 4(e), 6 (b), 7, 9 and 10 survive termination of this agreement.
  1. Intellectual Property(a) The Merchant grants Spa 4 Me a non-exclusive, royalty free licence to use advertising or other materials, copies of Trade Marks, artwork, logos or other requisites (Materials) to promote the offer for the purposes of this agreement (including but not limited to the provision of the Materials to a related body corporate of Spa 4 Me or an entity who owns or operates an aggregator website), and agrees that Spa 4 Me may sub-licence this right to third parties (including but not limited to an entity who owns or operates an Aggregator website).(b) The merchant warrants that it has the intellectual property rights associated with the materials and any use of the materials by Spa 4 Me or any sub-licensee under this Agreement does not infringe the intellectual property or other rights of any other person.
  1. Confidentiality

The merchant agrees to keep confidential and must not disclose ther terms of this agreement (confidential information) provided always that such obligation shall not apply to;

(a) disclosures required by law or a requirement of any regulatory body court or tribunal; or

(b) information which is in or comes into the public domain other than as a result of a breach of this agreement,

and the Merchant shall not use any such confidential information other than for the purpose for which it was provided to the Merchant.

  1. Consent to obtain Credit informationThe merchant give Cudo consent to obtain from a credit reporting agency a credit report containing personal credit information about the Merchant and its owner(s).

 

  1. GST12.1 GST inclusiveUnless otherwise specified, all amounts expressed in this agreement are inclusive of GST. GST will be payable at the same time as the consideration to which it relates.

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    1. Tax invoices

(a) The merchant and Spa 4 Me acknowledge that they are registered for GST.

(b) Spa 4 Me shall;

  1. Issue recipient created tax invoices to the Merchant within 28 days of the making of, or determining the value of, a taxable supply by the Merchant;
  2. issue a recipient created adjustment note to the Merchant for any adjustments made to a supply, within 28 days of that adjustment; and
  3. notify the merchant if it ceases to be registered or if it ceases to satisfy any of the requirements for issuing a recipient created tax invoice.
  4. The merchant shall;(I) not issue tax invoices or adjustment notes to Spa 4 Me for the supplies covered by this agreement, and(ii) immediately notify Spa 4 Me if it ceases to be registered for GST.

 

  1. Clause 11.2 will cease to apply immediately if:(I) either party ceases to be registered for GST purposes;(ii) either party fails to comply with the terms of clause 11.2 or(iii) Spa 4 Me dealing with the Merchant are terminated or expire.

 

  1. Privacy and Use of Customer Data(a) Spa 4 Me may collect and use the personal information of purchasers of Vouchers. Each party agrees to comply at all times with all relevant lawas with respect to the collection and use of such information.(b) The merchant must only use information provided by Spa 4 Me in relation to customers for the purposes of verifying the customer’s idenity or otherwise as required for the processing of Vouchers issed by Spa 4 Me.

 

  1. Assignment and novation

 

(a) This agreement may be assigned or novated by Spa 4 Me at its sole discretion and the Mercant hereby gives its consent to any such assignment or novation.

(b) This agreement may not be assigned or novated by the Merchant, unless the assignment or novation is consented to by Spa 4 Me (acting reasonably).

 

  1. General15.1 Notices

Any notice given under this agreement must be addressed to the addressee at the address set out in the Terms Sheet.

 

    1. Invalidity

 

If a provision of this agreement, or a right or remedy of a party under this agreemtn is invalid or unenforceable in a particular jurisdiction.

(a) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforcebility; and

    1. Amendments and Waivers

 

(a) This agreement may be amended only by a written document signed by the parties. A waiver of a provision of this agreement or a right or remedy arising under this agreement, including this clause, must be in writing and signed by the party granting the waiver.

(b) A waiver is only effective in the specific instance and for the specific purpose for which it is given.

 

    1. Cumulative rightsThe rights and remedies of a party under this agreement do not exclude any other right or remedy provided by law.
    2. Non-MergerNo provision of this agreement merges on completion or termination of this agreement.
    3. Further assurancesEach party must do all things necessary to give full effect to this agreement and the transactions contemplated by this agreement.
    4. Entire agreementThis agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties. The Merchant acknowledges that no representions or warranties have been made by Spa 4 Me or anyone on behalf of Spa 4 Me other than as set out in this agreement.

 

    1. RelationshipThis agreement may be signed in any number of counterparts and all those counterparts together make on instrument.
    2. CounterpartsThis agreement may be signed in any number of counterparts and all those counterparts together make one instrument.15.10 Governing law and JurisdictionThe lawsof the state of New South Wales govern this agreement and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the state of New South Wales.

 

16.DICTIONARY

    1. DefinitionsIn this agreement;Aggregator website means a website which;

(a) draws together content from various online group-buying websites (including the Spa 4 Me website) and displays it in a single location on the website; and/or

(b) sends emails containing details of offers located at various group-buying websites (including the Cudo website).

 

Agreement has the meaning set out in clause 1.1

 

Business day means a day on which banks are open for business in Sydney excluding a Saturday, Sunday or public holiday.

 

Consequential loss means any form of consequential loss including any third party loss, loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, pure economic loss, and any increased operating costs suffered or incurred by any person whether arising in contract or tort (including negligence) or under any statute.

 

Claim means any demand, action, proceeding, cost or expense.

Spa 4 Me means Spa 4 Me (ABN……) of PO BOX 364 Port Douglas 4877

 

Spa 4 Me competitor means any online group-buying website which offers daily deals to consumers within Australia including (but not limited to ) the companies operating at the following URLS

www.spreets.com.au: www.scoupon.com.au: www.jumponit.com.au:

www.ouffer.com.au:

www.ourdeal.com.au:

www.zoupon.com.au

www.grabone.com.au

www.livingsocial.com.au

www.offerme.com.au

www.dealsmix.com.au

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www.groupon.com

www.zizzle.com.au

www.dealme.com.au

www.dynamicrewards.com.au

www.shareon.com.au

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Spa 4 me website means the online group-buying website operated by Spa 4 Me and which is located at URL……..Spa4me.com

 

Exclusivity period means the period specified in item 8 of the Terms Sheet.

GST means goods and services tax payable under a New Tax system (goods and services Tax) Act 1999 and the related transition and impositioin Acts (GST law).

 

Insolvency Event means the occurrence of any one or more of the following events in relation to a party:

(C ) an application is made to a court for an order that would be wound up, ddeclared bankrupt or that a provisional liquidator or receiver or reveiver and manager or like officer be apppointed to it or in relation to any of its assets:

  1. it enters in to an arrangement or composition with one or more of its creditors, or in assignment for the benefit of one or more of its creditors:(e) It is unable to pay its debts as and where they fall due or is deemed to be insolvent under any law:(f) it ceases to carry on business or threatens to do so; or

 

anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.

Loss means any loss, cost, expense or liability, and includes (but is not limited to);

(a) amounts paid or payable to debt collection agencies and legal firms;

(b) revenue lost by Spa 4 me as a consequence of the Merchants breach of this agreement;

(c ) amounts reimbursed by Spa 4 Me to customers who have purchased vouchers;

  1. production costs incurred by Spa 4 Me due to online and television advertisements; and(e) loss of reputation.

 

Merchant means the person specified in item 1 of the Terms Sheet.

Merchant payment has the meaning specified in Item 9 of the Terms sheet.

Offer means the products and services specified in Item 3 of the Terms sheet.

Offer terms means the Offer, Offer Price, Redemption period and any special conditions set out in Items 3, 4, 5, 6 and 7 of the Terms sheet.

Personnel means, in respect of a party, its employees, agents, contractors and invitees.

Promotional Period has the meaning set out in clause 5.1(a)

Redemption Period the period during which customers may redeem their Voucher for the offer with the Merchant as set out in Item 4 of the Terms sheet.

Services fee is the fee paid to Spa 4 Me for the provision of services pursuant to this agreement and is calculated as follows:

Services Fee = (revenue from sale of vouchers) – (Merchant payment)

Special condiditons has the meaning set out in Item 7 of the Terms sheet.

 

Terms sheet – means the document so entitled between Spa 4 Me and the Merchant to which these standard terms are attached.

Trade Marck means, in respect of a party, each trade mark which the party from time to time owns or is licensed to use.

Voucher means a physical voucher, or code, or other such ticket or information which may be used to redeem the Merchant’s offer, whterh delivered by email or otherwise.

    1. Interpretation(i) In this agreement unless the context otherwise requires;(ii) other part of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;(iii) a reference to a law includes a constitional provision, treaty, decree, convention, sttute, regulation, ordinance, by-law judgment, rule of common law or equity or a rule of applicable stock exchange and is a reference to that law as amended, consolidated or replaced;(iv) a reference to a party to a document includes that party’s successors and permitted assigns; and(v) words of inclusion are not words of limitation.

(b) where the day on or by which something must be done is not a business day, that thing must be done on or by the following business day.

 

(C ) a term or expression starting with a capital letter;

  1. which is defined in this Dictionary, has the meaning given to it in this dictionary.
  2. Which is defined in the corporations Act or any regulations thereunder but is not defined in this Dictionary, has the same meaning as in that legislation, and
  3. which is defined in the GST law or any regulations therunder has the same meaning as in that legislation.

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