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Terms and Conditions - ResOnline

In these Terms and Conditions “You/Your” means the person(s) described as the “Client” as identified on the roamfree plan and “We/Us/Our/roamfree Global Accommodation Search/GAS” means Roamfree Asia Pacific Pty Ltd ACN 139 374 422. Reference to Roamfree Technology includes all roamfree products including Global Accommodation Search (GAS), Last Minute Manager, roamfree, roamfree online, roamfree private, roamfree lite and roamfree real estate and any other company branded product from time to time.

You undertake to:

1. Pay all Fee’s on the roamfree plan. You agree that all payments for EACH month will be made within 7 days of the end of that month.  We have the right to suspend Your access to and use of Roamfree Technology for failure to make any payment when due under this plan.  Suspended accounts will attract a reconnection fee, equivalent to the set up fee.
2. Make the product available and honour all bookings made at the quoted sell rates at all times for the period of this plan.  If allocations are made available and a booking is made via the affiliate program and the property then cannot accommodate guests then it shall be that property’s responsibility to accommodate the guests at a high standard of accommodation in a similar location at no extra cost to the guest or roamfree.
3. Pay Us the agreed commission for bookings provided to You by Our affiliate network.  These commissions are 15% year round and 10% for nominated Last Minute bookings.  Commissions are payable on a monthly basis, based on bookings provided to You during such month. 
4. Provide the highest level of quality and service throughout the term of this plan.
5. Ensure that at all times the information provided by You is correct and complies with the Advertising Codes of the Media Council Australia, the Trade Practices Act 1974 and all other applicable laws, regulations and standards.
6. Regularly change your "roamfree" password, including upon the departure of an employee with knowledge of your password.
7. Not reveal your electronic login details, including password, to third parties.
8. Keep the details of this plan confidential.
9. Inform Us of change of ownership and where possible, provide the new owner’s contact details.
10. Provide Us with imagery and information about your property which We may use in connection with Our business. Unless you provide Us with images or text by email or CD, We will source these from your website.

We undertake to:

1. Account to You by the last working day of each month for services/products used during the previous month (including commissions payable by You) and issue You with a valid tax invoice for Our gross fee’s payable.
2. To collect and pay all affiliates after receiving the gross commission from You.

Privacy:

1. You will ensure that your Privacy Policy enables you to share customers’ personal information with contracting third parties in the course of normal business practice.
2. We will not use or disclose any personal information for any purpose other than performing Our obligations under this plan.
3. We will take all reasonable measures to protect personal information and will destroy such personal information once that information is no longer required.
4. We will:
1. Comply at all times with the National Privacy Principles in the Privacy Act 1988 (Cth); and
2. Not disclose, use or hold any personal information in breach of the Privacy Act 1988 (Cth).
5. You will indemnify Us for any liability (including legal costs, expenses, losses, claims, orders or determinations) incurred by Us arising out of any action against Us by a third party in relation to the use of personal information provided by or for You where the use and disclosure of the personal information was required for the purpose of performing the obligations under this plan.

Liability and Indemnity:

1. Except as provided in clause 2, in no event shall roamfree be liable for any special, incidental, indirect, or consequential damages (whether in tort or in negligence including but without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or operation of, or inability to use the software, the services or matters relating to this Agreement, and the collection and use of Personal Information.
2. To the extent permitted by law, Our liability for breach of any implied warranty or condition is limited to one of the following at Our option:
1. The cost and/or replacement of the Software; or
2. The cost and/or repair of the Software.
3. In any case, roamfree’s entire liability under any provision of this Agreement, Your use and operation of the software and services, or the collection and use of Personal Information shall be limited to the cost of providing the services and the software under this Agreement.
4. We rely on your continued observance of this plan. If We suffer loss or damage or incur any costs associated with your breach of any of the terms of the plan or any associated legal obligation, You agree to indemnify Us for these losses, damages and costs.
5. We disclaim any and all liability for any corruption of data, inability to access data, breach of privacy or downtime as a result of the use of any on-line link between Your computer system and roamfree.
6. To the maximum extent permitted by applicable law, Roamfree Technology is provided “as is” with all faults and without warranty of any kind, and roamfree disclaims all warranties and conditions, either express or implied or statutory, including but not limited to any implied warranties and/or conditions of merchantability of satisfaction, quality or condition of accuracy of interoperability, integration or performance of non-infringement of third party rights of loss or corruption of data and of operation being uninterrupted or error all with regard to Roamfree Technology.  Without limiting the foregoing, We will not be liable in the even that (a) You experience any interference with Your enjoyment of Roamfree Technology resulting from any changes or modifications made or steps taken by any third parties to their software, web site or booking systems (b) the functions contained in Roamfree Technology do not meet your requirements or (c) third party software, web site or booking system providers prohibit You (now or at any point in the future and whether by contract or otherwise) to use Roamfree Technology together with such third party’s software, site or system.  No oral or written information or advice given by or for Us shall create a warranty. 

General Provisions:

1. We may vary the terms of this plan at any time.These terms and conditions are subject to change without notice.  Please go to www.roamfree.com/technology/termsconditions/ for a copy of the latest terms and conditions.
2. We will have sole discretion as to the products listed on the roamfree Web Site and may refuse to display any product of a supplier without giving reasons or notice.
3. The parties agree that a standard booking cancellation and non-appearance policy will be attached to all booking emails.
4. Without limiting Our legal rights, We may terminate this plan immediately by giving You a written notice if:
5. You become bankrupt, insolvent subject to external administration, enter into liquidation or make any composition with your creditors; or
6. You breach the terms of this plan.
7. Before We terminate the plan for breach of its terms, We will allow You a period of 5 working days to rectify any such default.
8. You will be required to satisfy all bookings existing at the time of termination.
9. This plan does not create any legal relationship of partnership between You and Us and all Our dealings with customers are carried out as Your agent.
10. You release Us from all, and waive all rights to take any action against Us arising out of any claims, actions or demands which you may have against Us for any failure to perform Our obligations under this plan due to any cause reasonably beyond Our control, including but not limited to the unavailability of the online product, reservation, or booking capabilities, any actions taken by any third party booking system providers, software providers or web sites, and/or the unauthorised use of Your password.
11. This plan is governed by Queensland Law.
12. If You are a management entity or other agent of the supplier you represent to Us that:
1. You have the authority of the supplier to enter into this plan;
2. You have the authority to perform the obligations of the supplier under this plan;
3. both You and the supplier have and will continue to have for the term of this plan the ability to perform the obligations in this plan.
13. To enter into a plan with roamfree lite and roamfree online, You must be an onsite registered business owner.
14. Due to different server and download speeds beyond Our control, there may be a delay (via Last Minute Manager) in the updating process of websites when a room is booked.
15. I hereby authorise roamfree to use my username and password for all last minute sites being updated by my Last Minute Manager desktop application.
16. We have test site facilities with the majority of last minute websites. Wotif and Rates to Go are yet to provide Us with a test site facility.  roamfree recommends that you advise Wotif and Rates to Go that you are now using the Last Minute Manager Desktop application to automatically update Wotif and Rates to Go. roamfree recommends you request Wotif and Rates to Go to advise you of any future change to their sites that may prevent you from logging into or updating Wotif and Rates to Go via your Last Minute Manager Desktop application. Upon notification of these changes from Wotif and Rates to Go or any Last Minute sites please advise roamfree and We will update your Last Minute Manager Desktop application. Should Wotif and Rates to Go fail to provide the appropriate notification roamfree will not accept liability for any failure of your Last Minute Manager Desktop application.
17. In the event that any third party software, web site or booking system provider takes or threatens to take any action which results or may result in either (a) preventing You (contractually or otherwise) from using Roamfree Technology in connection with such software, site or booking system or (b) preventing Roamfree Technology from inter-operating with such third party software, site or booking system otherwise functioning as intended, then You grant Us the right to represent You in connect with any negations or discussions with such third party provider and to reach any settlement on Your behalf with such third party provider in respect of such matter.
18. If the whole or any part of a provision of this plan is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction.  The remainder of this plan has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.
19. Dual Key – if Your property requires dual key functionality; the Management System is not applicable.
20. Year Round Manager, roamfree private and roamfree lite will commence integration with the Affiliate Booking program following 1 April 2007.
21. For roamfree real estate invoices only one invoice will be sent to the agent each month for technology fees and affiliate bookings.

Money Back Guarantee/Changing Plan or Product and Termination of Plan:

1. The 30 Day Money Back Guarantee takes effect from activation date. If You decide to terminate the plan within the Money Back period, You must advise in writing and fees paid (excluding Affiliate booking commission) will be refunded no questions asked.
2. At the conclusion of the Money Back Guarantee, 30 days written notice is required to cancel a 24 Month Capped Plan. All outstanding monthly fees for the remainder of the contract must be paid.
3. Where You exercise Your rights under the 30 Day Money Back Guarantee and You have not paid any due amounts then You undertake to pay in full all accrued Affiliate commissions.
4. Plans cannot be downgraded from a 24 month capped plan to a casual/monthly plan without paying out in full the remaining monthly commitment of the contracted period. 
5. Plans can be upgraded from Casual/Monthly Capped to 24 Month Capped Plans at any time without penalty.
6. A $110 Administration Fee will be charged to change from roamfree online to roamfree lite and vice versa.

Booking Amendments and Cancellations:

1. Once a booking is made and an email confirmation has been sent to You, the booking is deemed to be confirmed.  Any subsequent relocation or room changes will be at the expense of You and are not Our responsibility of roamfree.
2. You give consent to Us to contact guests that have made bookings via Roamfree Technology to confirm any cancellations or amendments. 
3. If bookings are falsely cancelled or amended the following penalties will apply:-
   1. First instance - You will be charged for all commissions relating to all cancellations and amendments made by Your property.  You will be invoiced for this amount and You undertake to pay the invoice in full within seven (7) days or Your account will be suspended until full payment is received.  Suspended accounts will attract a reconnection fee, equivalent to the set up fee.
   2. Second instance - You will be charged for all commissions relating to all cancellations and amendments not previously invoiced.  You undertake to pay this invoice in full.  You will be terminated from all Roamfree Technology and will be required to pay out the remainder of the contract. 

Terms and Conditions of Supplier Agreement – Roamfree.com

In this agreement “We/Us/Our/Roamfree” means Roamfree Asia Pacific Pty Ltd ACN 139 374 422. By supplying details to Roamfree, the Supplier (“You”) agree to the following terms and conditions:

1.0 Term

This Agreement commences on the Commencement Date and continues until termination of this agreement by either party giving notice to the other pursuant to clause 10.

2.0 Access

In consideration of you supplying Inventory and Accommodation Data (“data”) by the listing of your property, Roamfree will publish this data on the Global Accommodation Search database and provide access to its Affiliate Reseller Network.
In limited circumstances we will provide the internet gateway for the Customer to book and pay direct with you otherwise Global Accommodation Search will collect payment on your behalf.

3.0 Supplier's Obligations

3.1 The Supplier must:

1. Supply inventory and data to Roamfree's Global Accommodation Search Database to be published on Global Accommodation Search and be distributed through its Affiliate Reseller Network;
2. Pay to Roamfree the following referral fees for any bookings provided through Global Accommodation Search
1. 10% for nominated Last Minute bookings
2. 15% for Year Round bookings
3. Use its best endeavours each day to provide the best available retail rates for accommodation for upload via Roamfree to the Global Accommodation Search database.
4. Have sole responsibility for the supply of inventory and data
5. Ensure that it re-locates a Customer at its expense where an error or fault occurs from the Supplier's uploading inventory and data that details availability of Inventory from the Roamfree Global Accommodation Search Database and no availability actually exists with the Supplier at the time of the Customers booking.
6. Not publish, or make available, your password to any third party
7. Agree not to transmit on or through Roamfree's Global Accommodation Search any material that is, inappropriate, unlawful, obscene, abusive, threatening, defamatory, misleading and/or deceptive, may induce criminal activity or is a breach of intellectual property or may give rise to any civil liability.

4.0 Roamfree’s obligations & rights:

4.1 Roamfree must:

1. Distribute the Supplier's Inventory to On-line Customers via its website www.roamfree.com, Global Accommodation Search Database and Affiliate Re-Seller Network;
2. Grant access to the Supplier to Roamfree's Global Accommodation Search Database and Affiliate Reseller Network;
3. Permit payment for the booking of the Supplier's Inventory by a Customer to be made directly with Global Accommodation Search at the date the booking is made pursuant to the Supplier's normal payment terms and conditions unless You have not met the criteria for validation of your property.
4. Collect payment on your behalf and remit to you full payment, less commission payable after you provide Roamfree with an invoice by no later than the 7th day in the month following the Customer's departure.
5. Roamfree will remit between the 15th - 18th of the month following departure (or the next business day where the 15th – 18th of the month is a weekend day or public holiday in Queensland) all monies for bookings that have checked out in the prior month net of referral fees in Clause 3.1(b) where an invoice has been provided by You to Roamfree by no later than the 7th day in the month following the Customer’s departure.
6. Provide the Customer with reservation confirmation once a booking has been made and provide the Customer with your contact details for post booking requests, cancellation and amendment of bookings.

4.2 Roamfree has the right to:

1. remove, at its sole discretion, any offensive or inappropriate material from the Roamfree's Global Accommodation Search database without giving notice to you
2. Make changes, including but not limited to, enhancements amendments to Roamfree's Global Accommodation Search without notice to you.
3. Make changes to this Agreement from time to time. Any such changes will be notified to you via E-Mail.

5.0 Payment of Referral Fees

5.1 At Roamfree’s discretion where the Inventory Supplier collects payments for bookings. You agree to pay Roamfree the Referral Fees as provided in Clause 3.1(b).

When You receive your first booking with Roamfree Global Accommodation Search or 7 days from the end of the month after your first booking We will provide you with documentation giving you a choice of the following methods for payment of Referral Fee's:

1. Direct Debit from your designated bank account (Australia only)
2. Credit Card Authority
3. Direct Transfer into an account operated by Roamfree

5.2.1 Roamfree will provide you with a Statement of Referral Fee's owed within 7 days from the end of each month in which the booking Customer departs their accommodation.

5.2.2 Upon receipt of the Statement you must notify Roamfree of any discrepancies in the amount of bookings. If you do not notify Roamfree of any discrepancies in the bookings between receiving the Statement and the time period to directly debit your account or credit card then you will be required to pay the amount specified in the Statement. Any dispute between the parties as to the Referral Fee amount will be settled in accordance with clause 13.

5.2.3 Roamfree may directly debit the Referral Fees from your nominated bank account or credit card14 days from the end of each month in which the booking Customers depart their accommodation.. Referral Fee's paid by Direct Transfer into an account operated by Roamfree are also due 14 days from the end of each month.

5.2.4 All amounts referred to in this Agreement are inclusive of GST.

5.2.5 If Referral Fees are not paid within 14 days from invoice, your debt may be handed over to our nominated debt collection agency and you will be responsible to pay for any additional costs charged by the debt collection agency in addition to the referral fee amount.  This is inclusive but not limited to the 20% collection fee plus and legal, administration and search fees.

6.0 Intellectual Property Rights

6.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Roamfree to the Supplier or by the Supplier to Roamfree Global Accommodation Search and its Affiliate Resellers under this Agreement.

7.0 Warranties

7.1 Roamfree:

1. Roamfree does not warrant that the access to Roamfree's Global Accommodation Search Database will meet all the Supplier's requirements.
2. Roamfree does not warrant that the access to Roamfree's Global Accommodation Search or its use will be uninterrupted, virus-free, error free, continuous or fault-free as the operation of the site may be interfered with by numerous factors outside the control of Roamfree
3. Except as expressly provided herein or by law, Roamfree makes no further warranty of any kind whether express or implied.

7.2 Supplier:

4. You represent and warrant that you are the owner or are legally authorised to act on behalf of the owner of the Inventory.
5. Your represent and warrant that the inventory and data complies with all applicable laws, statutes, ordinances and regulations.

8.0 Disclaimer and limitation of liability

8.1 To the extent permitted by law, Roamfree's liability for breach of any implied warranty or condition, which cannot be excluded by this Agreement, is limited, at their option, to one or more of the following:

1. the cost or replacement of the access to its Global Accommodation Search Database; or
2. the cost or repair of the access to its Global Accommodation Search Database.

8.2 Roamfree relies on the Supplier's continued observance of this Agreement. In the event Roamfree. suffers loss or damage or incurs any costs associated with the Supplier's breach of any of the terms of this Agreement or any associated legal obligation, then the Supplier agrees to indemnify Roamfree for those losses, damages and costs.

8.3 Roamfree its employees, agents and contractors disclaim any and all liability and responsibility to any person, whether a user of the Global Accommodation Search Database or not, in respect of anything (including, without limitation, any error in or omission from the Supplier's use of the Global Accommodation Search Database and of the consequences of any actions taken or omitted to be taken in reliance, whether wholly or partially, upon all or any part of the content provided by Roamfree Global Accommodation Search.

8.4 Roamfree will not be liable to the Supplier for any loss, damages, cost or expense for any booking cancellations for the Supplier's Inventory . The Supplier will be responsible for imposing any cancellation fees directly with the Customer in accordance with its usual payment terms and conditions.

8.5 Roamfree liability to the Supplier for any claims or actions arising from this Agreement will be limited to the aggregate of the Referral Fees paid by the Supplier as at the date of the claim or action under this Agreement.

9.0 Indemnity

9.1 The Supplier expressly acknowledges that Roamfree does not exert control over the Supplier's use of the Global Accommodation Search Database and will at all times indemnify and keep indemnified Roamfree from and against all loss, damage, cost, charge, expense (whether in contract or in tort including and without limitation, negligence suffered by Roamfree either directly or indirectly, as a result of:

1. The Supplier's use of Roamfree's Global Accommodation Search Database;
2. any breach of the Supplier's obligations under this Agreement; and
3. any claims arising from the Supplier's Inventory, information, or data on Roamfree Global Accommodation Search

9.2 The Supplier releases and discharges Roamfree from any action, proceeding, claim or demand which is or may be brought, made or prosecuted or threatened against Roamfree in respect of any loss of or damage that may arise either directly or indirectly in any way connected to the Supplier's use of Roamfree's Global Accommodation Search Database and Technology.

10.0 Termination

10.1 Roamfree reserves the right to suspend access or terminate the Agreement effective immediately by providing written notice, including by email, if:

1. the Supplier commits a breach of any of the terms in this Agreement;
2. the Supplier commits a serious or persistent breach of any of the provisions of this Agreement or performs any wrongful act or misconduct or any other wrongful or negligent act or does anything as a result of which Roamfree. shall incur liability to any person; or
3. the Supplier becomes, threatens or is in jeopardy of suffering an Insolvency Event.

10.2 The Supplier may terminate the Agreement by providing 30 days written notice if:

1. Roamfree commits a breach of any of the terms in this Agreement;
2. Roamfree becomes, threatens or is in jeopardy of suffering an Insolvency Event.

11.0 Privacy

11.1 The parties undertake to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement.

11.2 The parties shall:

1. observe the National Privacy Principles under the Privacy Act 1988 (Cth); and
2. not disclose, use or hold any Personal Information in breach of thePrivacy Act 1988 (Cth).

11.3 A party will indemnify and keep the other indemnified against all costs (including reasonable legal costs) expenses, losses, claims, orders and determinations suffered or incurred by, or made against, a party as a result of the other party not complying with its obligations, determinations or orders regarding privacy.

12.0 Governing Law and Jurisdiction

This Agreement is governed by and is to be construed in accordance with the law applicable in Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

13.0 Dispute Resolution

13.1 In the event a dispute shall arise between the parties then the parties agree to use their best endeavours to resolve such dispute within a period of fourteen (14) days from the time either gives to the other notice in writing of the dispute.

13.2 In the event such dispute shall arise and has not been resolved in accordance with clause 13.1 then, provided that such dispute arises out of or relates to this Agreement or the breach, termination, validity or subject-matter thereof, the parties agree to use their best endeavours to settle the dispute by mediation by a Mediator appointed by the President of the Queensland Law Society.

14.0 Holiday Houses and Private Apartments

14.1 All Holiday Houses and Private Apartments must be listed in the "Holiday House & Private Apartments" section of roamfree.com and affiliated sites.

14.2 Property names for privately owned apartments will be amended to the following formats:
Building Name, apartment number, (Private Apartment) eg The Oval, Unit 20143 (Private Apartment)
Building Name, Property group name, (Private Apartments) eg The Oval, Roamfree Real Estate (Private Apartments)
Building Name, Apartment Size (Private Apartments) eg The Oval, 2 Bedroom (Private Apartments)
Building Name, Floor Number (Private Apartment) eg The Oval, Level 20 (Private Apartments)

14.3 Properties will be listed as “Self Rated”, unless you have an official AAA Tourism STAR rating for your individual unit/s.

14.4 All Holiday Houses and Private Apartments will need to have very specific and clear check-in instructions on your Roamfree listing including key collection details. This can be entered into your Roamfree account within the Property Details > Detail Page > Check In Instructions section. Note: Phone numbers and web addresses are not permitted in this section.

14.5 All Holiday Houses and Private Apartments must provide Roamfree with 2 contact phone numbers and an active email address.

14.6 If you own or manage several apartments at one physical address, they cannot be listed individually on the website. eg, if you manage 6 apartments in "The Oval" you will have one listing for The Oval, but several rooms in your listing (one for each apartment).

14.7 If you choose to list your Private Apartment with Roamfree and the building managers choose to also list the "Main" property on Roamfree, it will be their discretion as to whether or not you can appear on roamfree.com and affiliated sites due to the potential conflict of interest.

14.8 Please check your images in order to ensure that they are representative of all apartments within your portfolio of units.

Schedule 1 - Definitions

Definitions

Roamfree Advanced - Terms and Conditions

This Agreement is between Roamfree Roamfree Asia Pacific Pty Ltd ACN 139 374 422 (Roamfree) of Level 1, 50 Appel Street, Surfers Paradise QLD 4217 Australia and the Supplier (You).

1. Operation

1. 1.1 Roamfree carries on a worldwide etourism business, which includes the provision of an internet search engine which allows Customers to book accommodation online using Roamfree's Database;
2. 1.2 You are an accommodation provider and wish to publish Your Inventory and Accommodation Data (Inventory) on Roamfree's Database;
3. 1.3 You have agreed to provide Roamfree with Your Inventory and in doing so grant Roamfree the rights specified in this Agreement.

2. Definitions and Interpretation

1. 2.1 In this Agreement, unless expressed or implied to the contrary:

1. 2.2 In this Agreement:-
   1. (a) headings and underlinings are for convenience only and do not affect the interpretation of this Agreement;
   2. (b) a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision;
   3. (c) a word or expression in the singular includes the plural, and vice versa;
   4. (d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
   5. (e) a reference to a Statute includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under it;
   6. (f) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
   7. (g) a reference to a Party to this or any other Agreement includes that Party's successor and permitted assignee;
   8. (h) a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;
   9. (i) a reference to a clause includes a reference to a subclause;
   10. (j) a reference to a person or words denoting a person includes any company, statutory corporation, partnership, joint venture, association, board, government or semi-government agency or authority and that person's successors and legal personal representative;
   11. (k) the rights, obligations, representations, warranties and indemnities of the Parties are given, undertaken, made or offered (as the case may be) jointly and separately by each of the Parties under this Agreement and each of the rights, obligations, representations, warranties and indemnities of the Parties is to be read accordingly.

3. Term

1. 3.1Subject to clause 16.4, this Agreement commences on the Commencement Date and continues until expiry of the Plan or termination of this Agreement by either Party giving notice to the other pursuant to clause 11.

4. Validation and Provision of Inventory

1. 4.1 After You have submitted Your Inventory to Roamfree's Database, Roamfree may contact You and make other enquiries to ensure the validity of Your Inventory. Subject to Roamfree's satisfaction as to the validity of Your details and Inventory, Roamfree will activate Your Plan and publish Your Inventory on the Roamfree Database.
2. 4.2 If our assistance is required to install the Booking Form or to connect the Roamfree Technology to third party websites selected by You, You agree to provide Roamfree with Your applicable usernames and passwords and authorise Roamfree to install the Booking Form on Your behalf.
3. 4.3 If you are unable to provide us with the details required under clause 4.2 within seven (7) days from entering into the Agreement, You grant us authority to contact Your webmaster and any third party websites to obtain Your username and password on Your behalf. Roamfree will use the information provided by Your webmaster for the sole purpose of installing the Booking Form on Your website.

5. Obligations of the Parties

1. 5.1 You must, in addition to any other obligations expressed in this Agreement:
   1. (a) ensure the accuracy of Your Inventory supplied to the Roamfree Database so that Roamfree can comply with its obligations under this Agreement. If such Inventory is delayed or not accurately provided by You, Roamfree's corresponding obligations may be suspended until the Inventory is properly received;
   2. (b) pay to Roamfree the Fees in clause 6 of this Agreement;
   3. (c) provide the best available rates for Inventory supplied to Roamfree's Database;
   4. (d) have sole responsibility for ensuring that the Inventory provided to Roamfree's Database:
      1. (i) is not misleading or deceptive;
      2. (ii) does not infringe the Intellectual Property Rights of any person;
      3. (iii) is not obscene, offensive, defamatory, personally offensive or in any way unsuitable to persons under the age of eighteen (18) years;
      4. (iv) does not comprise and cannot be used for any activity of an illegal, fraudulent or defamatory nature;
      5. (v) otherwise complies with all applicable laws.
   5. (e) honour all bookings made at the rates You provide in the Inventory to the Roamfree Database;
   6. (f) re-locate/secure the same standard of accommodation for a Customer at Your expense, where an error or fault occurs as a consequence of You uploading inaccurate Inventory to Roamfree's Database that details the availability of Inventory from Roamfree's Database, when no such availability actually exists at the time of the Customer's booking;
   7. (g) have sole responsibility for ensuring that Customers comply with Your normal payment terms and conditions;
   8. (h) only use the data or information provided to You by Roamfree for the sole purpose of this Agreement;
   9. (i) ensure that the password provided to You by Roamfree shall remain confidential and shall not be published, or made available, to any third party;
   10. (j) regularly change Your Roamfree password. The password should be changed each time that an employee with knowledge of the password ceases employment with Your business;
   11. (k) grant Roamfree permission to make changes to Your Inventory on Roamfree's Database;
   12. (l) provide Roamfree with and authorise Roamfree to use any of Your usernames and passwords to connect to any third party websites (selected by You) to update Your Inventory;
   13. (m) pay the cost of any relocation or room changes that you make for a Customer who has booked Your Inventory , which you agree will be solely at Your expense and not at the expense of Roamfree;
   14. (n) grant Roamfree permission to contact Customers that have made bookings via Roamfree Technology to confirm any cancellations or amendments, as may be necessary;
   15. (o)conduct Your business from the location at which Your Inventory is published on Roamfree's Database to be eligible to sign-up to the Roamfree Plan.

1. 5.2 Roamfree must, in addition to any other obligations in this Agreement:
   1. (a) distribute Your Inventory to Customers via Roamfree's Database in accordance with the Inventory provided by You, subject to clause 16.10;
   2. (b) grant You access to Roamfree's Database for the express purpose of providing, amending and updating Your Inventory on Roamfree's Database, subject to clauses 16.1 and 16.2;
   3. (c) permit payment for the booking of the Your Inventory by a Customer directly to You at the date the booking is made, pursuant to Your normal payment terms and conditions (where provided by You), unless You have elected for Roamfree to collect payment on Your behalf in accordance with clause 6 of this Agreement;
   4. (d) provide the Customer with confirmation of its reservation once a booking has been made and provide the Customer with Your contact details for all post-booking requests, including cancellations and amendments of bookings.

6. Fees and Charges

1. 6.1 You must pay Roamfree:
   1. (a) the Fees required to be paid in accordance with the Plan; and
   2. (b) the following additional fees incurred for Customers booking Your Inventory using roamfree.com or the Affiliate Reseller Network:
      1. (i) 10% of the total cost of any bookings made by Customers less than 29 days prior to the commencement of their stay; or
      2. (ii) 15% of the total cost of any bookings made by Customers 29 days or more prior to the commencement of their stay.
2. 6.2 Roamfree will provide You with documentation giving You a choice of the following methods for payment of Fees:
   1. (a) direct Debit from Your designated bank account (Australia only); or
   2. (b) a Credit Card authority.
3. 6.3We will issue You with an invoice summary within five (5) working days from the end of the month in which the Customer departs Your accommodation, which requires you to login to Roamfree to obtain our tax invoice for the Fees outlined in clause 6.1 which are payable by You.
4. 6.4 Roamfree will pay all Affiliate Reseller Network Commissions after receiving payment of the Fees by You, subject to clause 6.7.
5. 6.5You are required to notify Roamfree of any discrepancies in Roamfree's tax invoice within 7 days from the date of issue of the invoice summary. Failure to do so may result in the Fees charged being debited by the payment method nominated by You in clause 6.2.
6. 6.6You authorise Roamfree to debit:
   1. (a)the Fees charged under clause 6.1 within 14 days from the end of each month; and
   2. (b)the Additional Fees charged within 14 days from the end of each month
   in which the booking Customer departs their accommodation from your designated bank account or from your nominated Credit Card.
7. 6.7Where Roamfree has been set to collect payment on Your behalf, Roamfree must remit to You full payment, less Commission payable and a 2.2% (excluding GST) credit card fee for bookings made prior to 01 November 2008 and a 1.1% (including GST) credit card fee for bookings made post 01 November 2008 in the month following a Customer departing their accommodation.
8. 6.8Roamfree has the right to suspend Your access to use of the Roamfree Technology for failure to make any payment due and payable by You under this Agreement. Suspended accounts will attract a reconnection fee of $200 which shall be deducted from your bank account or credit card, based upon the payment method elected by You.
9. 6.9 If You do not comply with clauses 5.1 (e) & 5.1(f), the following charges will apply:-
   1. (a) First instance - You will be charged for any Commission incurred for any booking made by a Customer. You will be invoiced for this amount and You are required to pay that invoice in full within seven (7) days from its date of issue, failing which Your account will be suspended until full payment is received. Suspended accounts will attract the reconnection fee in clause 6.8;
   2. (b)Second instance - You will be charged for any Commission incurred for any booking made by a Customer. You will be invoiced for that amount and charged an administration fee of $200, which shall be deducted from your bank account or credit card, based upon the payment method elected by You.
   A breach under this clause 6.9 constitutes a material breach of the Agreement. Roamfree reserves the right to terminate this Agreement in accordance with clause 11 and charge you the Exit Fees.
10. 6.10 Any dispute between the parties as to the Fees charged will be determined in accordance with clause 13.
11. 6.11 All Fees referred to in this Agreement are inclusive of GST.
12. 6.12 Where you do not pay your invoice within the payment terms, your outstanding debt may be given to our nominated debt collector. You agree to pay all additional costs that are charged by the debt collector in addition to the invoiced amount.

7. Intellectual Property Rights

1. 7.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Roamfree to You or by You to Roamfree under this Agreement.

8. Warranties

1. 8.1 In this Agreement, Roamfree:
   1. (a) does not warrant that the Roamfree Technology will meet all of Your requirements;
   2. (b) does not warrant that the access to Roamfree's Database or its use will be uninterrupted, virus-free, error free, continuous or fault-free, as the operation of Roamfree's Database may be interfered with by numerous factors beyond Roamfree's control;
   3. (c) Except as expressly provided by this Agreement or by law, Roamfree makes no further warranty of any kind, whether express or implied.
2. 8.2 In this Agreement, You:
   1. (a)represent and warrant that You are the owner or an agent appointed by the owner who is legally authorised to enter into this Agreement;
   2. (b) represent and warrant that at all times the information provided by You is correct and complies with the Advertising Codes of the Media Council of Australia, the Trade Practices Act 1974 and all other applicable laws.

9. Disclaimer and limitation of liability

1. 9.1 Roamfree, including its employees, agents and contractors, denies and shall not be held liable to any person, including You, whether a user of Roamfree's Database or not, for:
   1. (a) any error or omission caused, in whole or in part, as a consequence of Your use of Roamfree's Database. This limitation extends to the consequences of any actions taken or omitted to be taken by You in reliance upon all or any part of the content provided to Roamfree's Database; or
   2. (b) any loss (including legal costs and expenses) incurred by You as a result, either directly or indirectly, of any cancellations by Customers of Your Inventory. You will be responsible for imposing and recovering any cancellation fees from the Customer in accordance with Your usual payment terms and conditions.
2. 9.2 Without limiting the foregoing, Roamfree will not be liable if:
   1. (a) You experience any interference with Your enjoyment of Roamfree Technology resulting from any changes or modifications made or steps taken by any third parties to their software, website or booking systems;
   2. (b) the functions contained in the Roamfree Technology and Roamfree's Database do not meet Your requirements;
   3. (c) third party software, website or booking system providers prohibit You (now or at any point in the future and whether by contract or otherwise) to use the Roamfree Technology, together with such third party's software, site or system; or
   4. (d) due to different server and download speeds beyond Roamfree's control, You experience delays in updating Your Inventory in the Roamfree Technology or on any third party websites.
3. 9.3 Roamfree's liability for breach of any implied warranty or condition, which is not otherwise excluded by this Agreement, is limited to one or more of the following:
   1. (a) the cost of replacement of Your access to Roamfree's Database; and/or
   2. (b) the cost of repair of Your access to Roamfree's Database; and/or
   3. (c) reimbursement of the Fees paid by You in connection with any such breach.

10. Indemnity

1. 10.1 You expressly acknowledge that Roamfree does not exert control over Your use of Roamfree's Database and You will at all times indemnify and keep Roamfree, its officers, employees and agents, indemnified from and against all loss, damage, cost, charge, or expense suffered by Roamfree arising from any such claim, demand, suit, action or proceeding by any person, where such loss or liability arose out of or in connection with:
   1. (a) Your use of Roamfree's Database;
   2. (b) any breach by You of Your obligations under this Agreement; and
   3. (c) any claims arising from Your Inventory provided to Roamfree's Database.
2. 10.2 Roamfree will indemnify You for any loss or damage to the extent permitted by clause 9.3.

11. Termination

1. 11.1Subject to this clause 11 and clause 16.4, this Agreement may be terminated:
   1. (a)if You are on a Casual Plan or a Monthly plan, by either Party providing the other Party with thirty (30) days notice in writing; or
   2. (b)if You are on a 12 or 24 Month Plan, at the expiration of the term of that Plan.
2. 11.2Roamfree may suspend Your access to the Roamfree Technology and Roamfree's Database, or terminate the Agreement at any time, by providing written notice to You, including by email, if:
   1. (a)You commit any breach of any of the provisions of this Agreement or perform any wrongful or negligent act or do anything as a result of which Roamfree may incur liability to any person; or
   2. (b)You are in jeopardy of suffering an Insolvency Event.
3. 11.3 You may terminate this Agreement at any time by providing written notice to Roamfree if:
   1. (a) Roamfree commits a material breach of any of the terms of this Agreement; or
   2. (b) Roamfree is in jeopardy of suffering an Insolvency Event.
4. 11.4 Your obligations in respect of bookings and in particular, the payment of any Fees to Roamfree in accordance with clause 6, incurred prior to any termination of this Agreement, shall survive termination.
5. 11.5 If Roamfree suspends Your access to the Roamfree Technology and Roamfree's Database, or terminates the Agreement:
   1. (a) Your Booking Form will become inactive (so that Customers cannot book accommodation);
   2. (b) the affiliates will not be able to provide a Booking Form to Customers;
   3. (c) You will not be able to use Roamfree's distribution manager to connect to third party sites (where applicable) and You will be solely responsible for and should immediately change Your email address so that You can receive emails direct from those third party websites; and
   4. (d)You will solely responsible for losses incurred as a result of not receiving emails from third party websites; and
   5. (e)if You are on a 24 Month Plan, you agree to pay Roamfree the Early Termination Payment under clause 11.6.
6. 11.6In addition to clause 11.3, if You terminate the 24 Month Plan prior to the expiry of that Plan, You agree to pay Roamfree the Early Termination Payment plus a cancellation Fee of $200.
7. 11.7If payment of all Fees under this clause 11 are not made by You within thirty (30) days from the date of termination of this Agreement , You will be liable to Roamfree for interest on any outstanding Fees at a rate of 5% per annum, calculated on a daily basis and compounded monthly in arrears, plus any costs incurred by Roamfree in recovering those Fees.

12. Privacy

1. 12.1 The Parties agree to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement. In particular, the Parties must:
   1. (a) observe the National Privacy Principles under the Privacy Act 1988 (Cth); and
   2. (b) not disclose, use or hold any Personal Information in breach of the Privacy Act 1988 (Cth).

13. Dispute Resolution

1. 13.1 In the event that a dispute shall arise between the Parties, then the Parties agree to use their best endeavours to resolve such dispute within a period of 14 days from the time either Party gives to the other notice in writing of the dispute.
2. 13.2. In the event such dispute shall arise and has not been resolved in accordance with clause 13.1 then, provided that such dispute arises out of or relates to the Agreement or the breach, termination, validity or subject-matter thereof, the parties agree to use their best endeavours to settle the dispute by mediation by a Mediator appointed by the Queensland Law Society.

14. Variations

1. 14.1 Roamfree may at any time and without Your consent, vary this Agreement, subject to clause 14.2. Any such variations shall be published on roamfree.com at http://www.roamfree.com/corporate/_legal/technology-terms-and-conditions/ .
2. 14.2 No variations to this Agreement will be made in relation to the Fees payable in clause 6.1(a) without the Parties having mutually agreed in writing.

15. Force Majeure

1. 15.1 Roamfree is not liable for:
   1. (a) any delay in providing or implementing the Inventory on Roamfree's Database;
   2. (b) any delay in correcting any fault in the access to Roamfree's Database;
   3. (c) any other delay or default in performance under this Agreement
2. if it is caused solely by any event reasonably beyond Roamfree's control, including but not limited to a Force Majeure Event.

16. General

1. 16.1 We have test site facilities with the majority of last minute websites. As Wotif and Rates to Go are yet to provide Roamfree with a test site facility, Roamfree recommends that You:
   1. (a) advise Wotif and Rates to Go that You are now using the Roamfree Technology to automatically update the Wotif and Rates to Go websites;
   2. (b) request that Wotif and Rates to Go advise You of any future change to their websites that may prevent you from logging into or updating the Wotif and Rates to Go websites via the Roamfree Technology.
2. 16.2 Upon notification of changes from Wotif or Rates to Go or any other websites, please notify Roamfree and Roamfree will update the Roamfree Technology. Should Wotif, Rates to Go or any other website fail to provide the appropriate notification to You, Roamfree will not accept liability for any failure of the Roamfree Technology.
3. 16.3 In the event that any third party software, website or booking system provider takes or threatens to take any action which results or may result in either:
   1. (a) preventing You (contractually or otherwise) from using the Roamfree Technology in connection with such software, website or booking system; or
   2. (b) preventing the Roamfree Technology from operating with such third party software, website or booking system otherwise functioning as intended,
4. then You grant Roamfree the right to represent You in connection with any negotiations or discussions with such third party provider and to reach any settlement on Your behalf.
5. 16.4 Plans can be changed from monthly to casual or casual to monthly at any time if You pay all Fees incurred up until the end of the month in which You elect to change Plans.
6. 16.5 Plans can be upgraded from casual or monthly to a 24 Month Plan at any time if you agree to pay all Fees incurred up until the end of the month in which you elect to change Plans.
7. 16.6 Roamfree will have sole discretion as to the Inventory listed on Roamfree's Database and may refuse to display Your Inventory without giving reasons or notice.
8. 16.7 The Parties agree that a standard booking cancellation and non-appearance policy will be attached to all booking emails which shall be Your responsibility.
9. 16.8 Roamfree's Database will display the lowest rate for available Inventory provided to Roamfree, including that provided from third party distribution systems.

17. Governing Law and Jurisdiction

1. 17.1This Agreement is governed by and is to be construed in accordance with the laws of Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

18. Competitor's contract

1. 18.1 This clause 18 applies only if You have a valid contract with a competitor.
2. 18.2 We will, subject to clause 18.3:
   1. (a) waive the Roamfree licence Fee; and
   2. (b) discount the 24 Month Plan Fee as follows:
   24 Month Plan (monthly) Fee — competitor's monthly fee = Your monthly amount payable to Roamfree
   and this discount is limited to the monthly Fee payable under the 24 Month Plan.
3. 18.2 The full 24 Month Plan's monthly Fee will become payable in accordance with the 24 Month Plan from the date of expiry of Your contract with a competitor.
4. 18.3 You will be entitled to the discounts if:
   1. (a) You agree to enter into a Plan for the remainder of the period of the competitor's contract, plus a 24 Month Plan;
   2. (b) You must, within 7 days from the date you sign-up to a Roamfree 24 Month Plan, provide Roamfree (Attention: Sales Support) with a copy of the competitor's contract by facsimile +61 7 5582 1199 or by email to salessupport@roamfree.com. If you delay sending Roamfree the competitor's contract, the first month of the Plan Fees will be payable by You at the standard monthly Fee for a 24 Month Plan.
   3. (c) Roamfree has the sole discretion to determine whether or not another party is a competitor. If the other party is not, then the offer is withdrawn and you agree to be setup on a 24 Month Plan.

19. Roamfree Support

1. 19.1Support and training for Roamfree's Database and the Roamfree Technology is offered in English only. Please refer to http://www.roamfreeadvanced.com.au/contact-us/ for Roamfree's current support contact details and business hours.

20.0 Holiday Houses and Private Apartments

20.1 All Holiday Houses and Private Apartments must be listed in the "Holiday House & Private Apartments" section of roamfree.com and affiliated sites.

20.2 Property names for privately owned apartments will be amended to the following formats:

Building Name, apartment number, (Private Apartment) eg The Oval, Unit 20143 (Private Apartment)

Building Name, Property group name, (Private Apartments) eg The Oval, Roamfree Real Estate (Private Apartments)

Building Name, Apartment Size (Private Apartments) eg The Oval, 2 Bedroom (Private Apartments)

Building Name, Floor Number (Private Apartment) eg The Oval, Level 20 (Private Apartments)

20.3 Properties will be listed as "Self Rated", unless you have an official AAA Tourism STAR rating for your individual unit/s.

20.4 All Holiday Houses and Private Apartments will need to have very specific and clear check-in instructions on your roamfree listing including key collection details. This can be entered into your Roamfree account within the Property Details > Detail Page > Check In Instructions section. Note: Phone numbers and web addresses are not permitted in this section.

20.5 All Holiday Houses and Private Apartments must provide Roamfree with 2 contact phone numbers and an active email address.

20.6 If you own or manage several apartments at one physical address, they cannot be listed individually on the website. eg, if you manage 6 apartments in "The Oval" you will have one listing for The Oval, but several rooms in your listing (one for each apartment).

20.7 If you choose to list your Private Apartment with Roamfree and the building managers choose to also list the "Main" property on roamfree, it will be their discretion as to whether or not you can appear on roamfree.com and affiliated sites due to the potential conflict of interest.

20.8 Please check your images in order to ensure that they are representative of all apartments within your portfolio of units.