Booking Enquiry(s) means an enquiry made by one or more Users via the Website, email, text, social media messaging or phone to VenueLoop to access information regarding booking an event with the Merchant, the Venue Spaces or Merchant Services.
Booking Fee means the amount per person attending an event as detailed in the Event Confirmation Form.
Direct Debit means the debit by or for VenueLoop from an account nominated by the Merchant as listed on the Direct Debit Request Form.
Direct Debit Request Form means the form completed and signed by the Merchant requesting and authorising Direct Debit of the Booking Fee, GST, Transaction Fees and any other charge imposed by VenueLoop in accordance with the provisions of these standard Terms and Conditions.
Event Confirmation Form means a notice provided to the Merchant by VenueLoop, containing details of the Event including but not limited to attendee numbers for the purpose of confirming payment of the Booking Fee.
GST has the meaning in the GST Act. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Guarantee has the meaning defined in the Competition and Consumer Act 2010 (Cth).
Merchant means the entity (business) as outlined at the head of these Terms.
Merchant Services means the services provided, or which may be provided, by the Merchant to Users and including venue space hire and the provision of event facilities, such as food and beverage, entertainment etc.
Service Agreement means the agreement between VenueLoop and the Merchant in accordance with the Terms included in this document.
Tax Invoice has the meaning in the GST Act;
Terms means the VenueLoop Standard Terms and Conditions as per this document, service agreements and communications which may, from time to time be altered by VenueLoop.
Transaction Fees means all fees associated with processing a Direct Debit as applied by a financial institution.
Users means registered members or unregistered visitors to the VenueLoop Website.
User Event means a Merchant Service provided by the Merchant to a User which is in accordance with an offer by a Merchant to the User based on a VenueLoop Booking Enquiry.
VenueLoop refers for the purposes of this document to VenueLoop ABN 92 576 793 063, www.venueloop.com.au, its related entities or permitted assigns from time to time.
Venue Space refers to the allocated area within a venue allocated for a User Event.
Website means the site(s) www.venueloop.com.au
1. Term of Agreement
(a) This Service Agreement commences on the date of its execution by the Merchant and, subject to the Terms, shall continue until terminated in accordance with “terms of termination” as detailed in this agreement.
2. VenueLoop Obligations
(a) VenueLoop shall operate and maintain the Website in the manner it determines in accordance with current business practices and the laws governing online business within NSW.
(b) VenueLoop may list and promote the Merchant, or offer Booking Enquiries directly to the Merchant, and the Venue Spaces, on the Website.
(c) VenueLoop may use digital assets provided by the Merchant to promote the Merchant, and/or the Venue Spaces, through social media channels, third party websites and apps, digital and offline advertising mechanisms both domestically and internationally.
(d) The VenueLoop website provides Users with a platform through which booking enquiries can be made to the Merchant.
(e) VenueLoop will, as soon as reasonably practicable, notify the Merchant via email of all suitable Booking Enquiries. VenueLoop will provide the Merchant with User details and requirements relevant to each booking enquiry.
(f) Any and all information provided by VenueLoop to a Merchant relating to a User, is provided solely for the purposes of the provision of services by VenueLoop pursuant to the Terms of this agreement.
(g) The Merchant hereby acknowledges and accepts that such information is confidential and subject to privacy laws. The Merchant further warrants to VenueLoop that it will deal with all such information on a purely confidential basis in accordance with any relevant privacy laws to which it or VenueLoop may be subject.
(h) To the extent that any proprietary rights exist in the information provided by VenueLoop to a Merchant such rights remain with VenueLoop.
(i) VenueLoop makes no warranty as to or concerning the User, including but not limited to with respect to the User’s credit worthiness, reliability, authority or capacity.
3. Merchant Obligations
(a) A Booking Enquiry constitutes a request from the User to the Merchant for further information, in response to which the Merchant may, pursuant to this clause, offer to provide Merchant Services to the User at its discretion.
(b) The Merchant shall maintain detailed and accurate records of each Booking Enquiry received as a result of contact through VenueLoop, including the number of attendees, contact details and the name/organisation of User.
(c) The Merchant must use its best endeavours, in relation to each Booking Enquiry to offer Merchant Services to the User. If, for whatever reason, the Merchant is unable to provide the services requested by the User, they must endeavour to provide alternative services wherever possible.
(d) The Merchant is responsible for their own insurance policies as required by law which shall include, but not be limited to, insurance in respect of public liability in the amount of $10 million and a policy in respect of workers compensation insurance.
4. Changes of Details
(a) The Merchant shall provide to VenueLoop and currently maintain with VenueLoop, details concerning the Venue Spaces and Merchant Services such that the listing on the VenueLoop website remains current.
(b) The Merchant must provide VenueLoop with 14 days notice of all changes concerning the Merchant, Venue Spaces and/or Merchant Services.
5. Fees and Payment
(a) On execution of this Service Agreement, the Merchant shall complete and sign the Direct Debit Request Form
(b) The Merchant shall pay to VenueLoop, within 14 business days of the execution of this Service Agreement, being 10% of the total event cost including GST for Freemium and Premium bookings.
(c) The Merchant shall be liable to pay to VenueLoop the Booking Fee in respect of each User Event.
(d) The Merchant may be liable to pay to VenueLoop any Transaction Fees charged by Direct Debit provider, if credit card is chosen as the payment method.
(e) Within 7 business days prior to a User Event, or scheduled User Event, VenueLoop shall issue to the Merchant the Event Confirmation Request.
(f) On receipt of the Event Confirmation Request, the Merchant must confirm User Event and the number of persons who will attend the User Event. Confirmation must be received by VenueLoop via email within 10 business days of issue of the Event Confirmation Request. Failure to forward this will result in the Event Confirmation Request issued by VenueLoop to be taken to constitute confirmed attendees by the Merchant as per the initial Booking Enquiry.
(g) Within 10 business days of receipt of confirmation of the Event Confirmation Request by the Merchant, VenueLoop shall issue to the Merchant a Tax Invoice in respect of the Booking Fee, the Transaction Fees, GST and any other charges imposed by VenueLoop in accordance with the Terms of this contract.
(h) Immediately upon issue of a Tax Invoice, the Merchant authorises VenueLoop to charge, by Direct Debit, the amount the subject of the Tax Invoice. All amounts expressed in these Terms are exclusive of GST unless otherwise stated.
(i) The Merchant shall be liable to pay to VenueLoop, in addition to the Booking Fee and any other charges imposed by VenueLoop in accordance with the Terms, an amount equal to any GST that is payable by VenueLoop in connection with provision of the services as detailed within this Service Agreement.
6. Access, promotion and licences
(a) The Merchant shall provide VenueLoop with appropriate access to digital assets including the Merchant’s logos, images and other materials and such information as may be necessary to list or promote the Merchant, Venue Spaces and Merchant Services on the Website or to otherwise promote as detailed in this agreement.
(b) The Merchant hereby provides to VenueLoop such licence and authority as may be necessary to enable VenueLoop to use any intellectual property of the Merchant for the purposes of this clause.
(c) The Merchant warrants to VenueLoop that all materials, including logos, photos, copywriting and information that the Merchant provides to VenueLoop does not and will not infringe the intellectual property rights of any third party or any law. The Merchant hereby indemnifies VenueLoop in respect of all and any claims made against, or loss incurred by, VenueLoop arising from the use of all materials provided by the Merchant to VenueLoop.
(d) The Merchant grants permission to VenueLoop to take photographs and multimedia promotional material within the designated Venue spaces for use in further promotional activities. Unless otherwise stated, VenueLoop owns and shall retain all rights in relation to these assets.
(a) Either VenueLoop or the Merchant may terminate this Service Agreement with 10 business days written notice to the other party.
(b) VenueLoop may terminate this Service Agreement immediately for breach of an essential term of this Service Agreement by the Merchant. These breaches include, but are not limited to;
Failure to pay to VenueLoop the Booking Fee or any other amount for which it is liable pursuant to the Terms;
Failure to meet its obligations with respect to the Event Confirmation Request including a confirmation by the Merchant which contains incorrect or inaccurate information;
Failure by the Merchant to use its best endeavours to make offers in respect of any Booking Enquiry received via VenueLoop.
An inability or unwillingness by the Merchant to provide the Merchant Services in the ordinary course of its business; or
Failure to provide Merchant Services to the standard reasonably expected of Users or VenueLoop having regard to the nature of the Merchant Services.
(c) VenueLoop may terminate this Service Agreement immediately if the Merchant is brought into disrepute.
(d) A waiver or failure by VenueLoop to enforce a right arising under this Service Agreement including but limited to with respect to termination, does not affect any other of VenueLoop’s rights, whether arising under the Service Agreement or otherwise.
8. Limitation of Liability
(a) To the extent permitted by law, VenueLoop and its employees, contractors and agents accept no liability arising out of the performance or non-performance of this Service Agreement, whether arising at law, in equity or by virtue of any statute, except to the extent that the liability arises solely from the gross negligence of VenueLoop or our employees, contractors or agents, in which case the liability of VenueLoop shall be limited to, as we determine: The cost of supplying the services pursuant to this Service Agreement again;
or the payment of the cost of having the services pursuant to this Service Agreement supplied again.
(b) VenueLoop’s liability for failure to comply with a Guarantee shall be limited to, as it determines:
The cost of supplying the services pursuant to this Service Agreement again; or the payment of the cost of having the services pursuant to this Service Agreement supplied again.
(c) Nothing in this document shall be read or applied so as to purport to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, the application of all or any of the provisions of the Competition and Consumer Act 2010 (Cth) or any relevant state Act or Territorial Ordinance which by law cannot be excluded, restricted or modified.
(d) The Merchant will release and indemnify VenueLoop from all claims involving all loss from bookings made on the Website including, without limitation, third party claims and claims by Users for loss suffered or incurred as a result of the use of any Venue Spaces or other Merchant Services.
(a) To the extent permitted by law, VenueLoop reserves the right to amend the Terms from time to time and no amendment shall otherwise be valid unless agreed in writing by both parties.
10. Entire Agreement
(a) This Service Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior representations, agreements, statements, and understandings, whether verbal or in writing.
(a) Any invalid or unenforceable term or right arising out of this Service Agreement shall be capable of severance and shall not render the remaining terms invalid.
12. Governing Law and Jurisdiction
(a) This Service Agreement is governed by the laws of New South Wales and each party agrees to be bound by the laws of New South Wales and the Courts of that state unconditionally.