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THINQ NET BOOKINGS PTY LIMITED ACCOMMODATION PROVIDER AGREEMENT TERMS AND CONDITIONS

1. INTRODUCTION

1.1 Thinq Net Bookings Pty Limited ABN 841 239 313 04 (Thinq Net) provides and maintains its primary website and affiliated websites (the Site) through which an accommodation provider (the Provider) can supply accommodation and services details and offers.

1.2 The Site is wholly designed constructed and maintained by Thinq Net and enables the public to book accommodation and other available services with the Provider.

1.3 By the provision or supply of these accommodation and services details and offers to Thinq Net the Provider agrees to the following terms and conditions contained in clauses 2 – 7 inclusive.

1.4 By acceptance of Thinq Net’s offer contained in clause 8 the Provider further agrees to the terms and conditions contained in that clause 8.

2. PROVIDER’S REPRESENTATIONS

2.1 The Provider is the owner of the Accommodation or is authorised to manage or operate the Accommodation on behalf of or in the stead of the owner.

2.2 The Accommodation is of the quality described by the Provider in the Accommodation Information, as defined in these terms and conditions.

2.3 The Accommodation Information does not breach any rule, regulation or law applicable either in the jurisdiction of the Accommodation or any rule, regulation or law by which these terms and conditions are governed.

3. THE THINQ NET WEBSITE

3.1 The Provider acknowledges that Thinq Net cannot guarantee continuous uninterrupted or secure access to the Site.

3.2 Thinq Net will supply the Provider with a password personal to the Provider to enable the Provider to access the Site.

3.3 The Provider agrees that it will keep its password secure and will not make its password available to any third party without the prior written consent of Thinq Net.

3.4 The password supplied by Thinq Net to the Provider may be changed by Thinq Net at any time and may be changed at the request of the Provider upon giving seven days prior written notice of such request to Thinq Net.

3.5 The Provider acknowledges that the accuracy of the Accommodation Information uploaded by the Provider to the Site is the sole responsibility of the Provider.

3.6 The Provider agrees that it shall not upload to the Site any irrelevant, unlawful, obscene or defamatory material.

3.7 Thinq Net at all times retains the right in its uncontrolled discretion to remove from the Site any material which is in breach of clause 3.6 or which is in its opinion unsuitable for use on the Site.

3.8 Thinq Net reserves the right to redesign reformat or otherwise reconfigure the Site for any purpose.

3.9 The Provider acknowledges that Thinq Net is the beneficial owner of the whole of the right title and interest in the Site and in all software, search and other technology necessary to properly operate the Site.

3.10 The copyright of the Site remains solely in the hands and under the control of Thinq Net notwithstanding the inclusion on the Site of the Provider’s Accommodation Information.

3.11 The Provider acknowledges that Thinq Net shall have the right to use the whole of the information supplied to the Site by the Provider and other Providers to Thinq Net including the right to sell, assign or transfer the information to other websites and other website operators for any lawful and commercial purpose.

4. BOOKINGS

4.1 Thinq Net will accept a booking from a Guest at the Offered Price as marketing agent of the Accommodation for the Provider and not as travel agent of or independent reseller for the Provider.

4.2 The Provider agrees that it will provide the Accommodation in accordance with the Accommodation Information and at the Offered Price.

4.3 Subject to cancellations referred to in clause 4.9 acceptance of a Guest’s booking by the Provider constitutes agreement to provide Accommodation to the Guest and to charge us the Nett Price or enables us to charge our commission as the case may be.

4.4 On each booking made through the Site, Thinq Net shall be entitled to a booking fee equal to 10% of the total accommodation cost applicable to that booking. The Provider acknowledges that the 10% reservation fee paid by a Guest shall constitute the commission payable to Thinq Net to the intent that Thinq Net shall not be required to account to the Provider for the booking fee. The Provider further acknowledges that it will deduct the 10% reservation fee paid by the Guest from the total cost of the accommodation payable by the Guest to the Provider for the Accommodation.

4.5 On each internet booking made through the Provider’s website the payment process for which takes through the facilities of the Site Thinq Net shall be entitled to a booking fee equal to 5% of the total accommodation cost applicable to that booking. The Provider acknowledges that the 5% reservation fee paid by a Guest shall constitute the commission payable to Thinq Net to the intent that Thinq Net shall not be required to account to the Provider for the booking fee. The Provider further acknowledges that it will deduct the 5% reservation fee paid by the Guest from the total cost of the accommodation payable by the Guest to the Provider for the Accommodation.

4.6 All fees, prices, percentages and remittances are quoted and calculated in United States dollars and in any transaction involving United States currency and another currency, all calculations of fees prices percentages and remittances will be made in United States dollars.

4.7 If a Provider has notified its cancellation policy on the Site, then payments will be made in accordance with that policy.

4.8 Thinq Net will inform the Provider of its bookings and payments procedures and policies from time to time and will advise any variations to those procedures and policies, at the time of variation.

4.9 Thinq Net discloses to the Provider that Thinq Net has the right to charge a service fee to the Guest in addition to any commission payable to Thinq Net by the Provider.

4.10 Thinq Net discloses that while it retains in secure storage the credit card particulars of a Guest for the period from the date of booking to the last day of the booked accommodation Thinq Net will not be liable to the Provider for any loss incurred by the Provider as a result of a Guest cancelling a booking or failing to take up a booking if in the intervening period subsequent to storage of the Guest’s credit card particulars the credit card has expired or has been cancelled or is otherwise unable to be accessed.

4.11 Subject to the matters referred to in clause 4.10 in the event that a Guest cancels a booking in accordance with contravention of the Provider’s cancellation policy then:

• 4.11.1 Thinq Net will be entitled to retain from the deposit paid by the Guest to Thinq Net and retained by Thinq Net as commission the Thinq Net cancellation fee application from time to time.
• 4.11.2 Thinq Net will account to the Provider using so much of the balance of the deposit after deduction of the cancellation fee referred to in clause 4.11.1 for the amount due to the Provider under its published cancellation policy.
• 4.11.3 Thinq Net will seek to obtain the balance of any moneys properly due to the Provider from the Guest’s credit card facility.
• 4.11.4 Thinq Net will account to the Provider only when funds held by Thinq Net on account for the Provider pursuant to this clause in respect of cancelled bookings equals or exceeds $US250.

5. INDEMNITY

5.1 The Provider agrees to indemnify and to keep Thinq Net indemnified from and against any cost, actions, loss, damage or liability arising either directly or indirectly from a loss injury or death of or to any person using the Provider’s Accommodation booked through the Site.

5.2 The Provider releases Thinq Net from all liability in respect of:

• 5.2.1 damage loss or injury to the Provider arising from and any cost incurred in connection with the use of the Site unless such damage loss or injury is caused by any act omission or default by Thinq Net which was in the power of Thinq Net to prevent;
• 5.2.3 damage loss or injury incurred as a result of the Site being interrupted, off-line or defective however caused.

6. TERMINATION

6.1 Both Thinq Net and the Provider are entitled to terminate the agreement between them by the terminating party giving to the other party seven (7) days prior notice of such termination.

6.2 On the date upon which the termination becomes effective:

• 6.2.1 Thinq Net will deactivate the Provider’s password to the Site;
• 6.2.2 All information and material stored on the Site in relation to the Provider’s Accommodation will be removed.

6.3 Neither party shall have any claim for compensation against the other in the event of unilateral termination save and except for payment of monies owing by one party to the other on accounts between them.

6.4 Notwithstanding termination by either party the Providers will honour all bookings made through the Site including all bookings made up to and including the date upon which the termination becomes effective.

7. DEFINITIONS AND INTERPRETATION

7.1 ‘Accommodation’ includes rooms or suites in hotels and motels, serviced apartments, bed and breakfast establishments and any other form of property which properly offers appropriately approved short term accommodation.

7.2 ‘Accommodation Information’ means information relating to the Accommodation offered for supply by the Provider including details of the Provider, rack rates, cancellation policies and star ratings listed by the Provider at the Offered Price.

7.3 ‘Guest’ means a person who books Accommodation through the Site.

7.4 ‘Offered Price’ is the rate per unit of Accommodation at the relevant star rating offered by the Provider and displayed on the Site.

7.5 ‘Site’ means the Thinq Net website and affiliated websites.

7.6 Unless the context otherwise requires the singular includes the plural and vice versa and words importing the neuter gender includes the masculine or feminine gender.

7.7 These Terms and Conditions shall be governed by and interpreted according to the laws of the State of New South Wales and the Commonwealth of Australia, except where otherwise provided in these conditions.

7.8 Any headings inserted in these Terms and Conditions have been inserted for the convenience and ease of reference of the parties and are not to be construed as in any way limiting or adding to the matters described.

7.9 If a Provider consists or more than one person and the liability of those persons in all respects under these Terms and Conditions shall be a joint liability of all of those persons and the liability of each of those persons severally.

7.10 No variation, modification or waiver of any term or condition or consent to any departure by any party shall in any event be of any force or effect unless confirmed in writing between the parties and then such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given.

8. THINQ NET BOOKING WEBSITE & HOSTING SERVICE

8.1 In addition to the services provided by Thinq Net specified in clauses 1 to 7 inclusive of these terms and conditions and without prejudice to the rights, privileges and obligations of the parties pursuant to those clauses Thinq Net offers to the Provider a website and hosting package in accordance with the terms and conditions of this clause (‘the Service’).

8.2 Thinq Net discloses that it has designed and developed website packages in addition to the site which are specifically designed to provide optimal promotion of the Accommodation offered by the Provider.

8.3 By the Provider agreeing to utilise a Thinq Net website package the Provider agrees to accept the terms and conditions of this clause.

8.4 Upon such agreement Thinq Net shall grant to the Provider a non-exclusive licence to use the Thinq Net website design templates and other products made available by Thinq Net.

8.5 Thinq Net shall provide the Service to the Provider free of charge other than as specified in this clause.

8.6 Thinq Net shall be exclusively entitled to full and free right to the placing of advertising on the website provided that no product, service or accommodation shall be advertised on the website which is in any manner a product, service or accommodation which could reasonably be deemed to be a product, service or accommodation in competition with the Provider.

8.7 Thinq Net will accept and carry out at no cost design changes to the website before it is published provided that minor design changes do not include navigation structure changes, page reconstruction and logo redesign or any other major website features that form part of the design specifications.

8.8 Thinq Net warrants that the website will be compatible on a cross-platform basis with as many major browsers as reasonably practicable.

8.9 Except for intellectual property owned by the Provider at the date of the agreement envisaged by this clause, Thinq Net retains exclusive ownership of the website’s design, code, content and domain name.

8.10 The website will be installed on the Thinq Net hosting account included in the Services and the Provider acknowledges that the provision of the Service is conditional upon the website remaining installed on that hosting account.

8.11 Thinq Net is not responsible for the content published on the website by the Provider nor is Thinq Net responsible for any technical issues which may result from updates and maintenance attempts performed by the Provider or any third party.

8.12 The Service is designed on the basis that the Provider can maintain the website without professional help and Thinq Net is not responsible for the creation of or the maintenance of content of the website.

8.13 Thinq Net is not responsible for the images and content published on the website other than advertising images and content and it is the Provider’s responsibility to ensure that all of its own published images and content conforms with relevant copyright law.

9. COMPLIMENTARY BOOKINGS MANAGEMENT

9.1 This clause will apply in the event that the Provider does not have access to internet services enabling the Provider to utilise the Thinq Net Booking Website and Hosting Service.

9.2 In consideration for the Provider assigning to Thinq Net all of its rights, obligations and responsibilities in relation to the management of accommodation bookings Thinq Net will advertise and promote the Provider’s Accommodation through the Thinq Net Website.

9.3 The Provider must consult with Thinq Net prior to acceptance of any booking to ensure that the Accommodation sought to be booked with the Provider is available for the booking.

9.4 Thinq Net will solely manage all of the booking service and booking records of the Provider in respect of the Accommodation to ensure that the Accommodation is not double booked.

9.5 All of the services provided by Thinq Net to the Provider under this clause shall be free of charge to the Provider but Thinq Net remains entitled to the other fees and charges referred to in these conditions.

9.6 The Provider acknowledges that in the course of provision of the management, advertising and promotional services in accordance with this clause 9 Thinq Net shall be entitled to engage a third party contractor. Thinq Net warrants that the contractor so engaged will be trained by Thinq Net to perform the services efficiently and professionally but Thinq Net will not be responsible for any damage caused by any act or omission of the contractor.

10. MYROOMBID.COM

10.1 Thinq Net is the owner of the internet accommodation booking service known as Myroombid and has incorporated this service into the Thinq Net accommodation booking service for the benefit of the Provider and for the benefit of Thinq Net.

10.2 The facilities, obligations and services of Myroombid are deemed to automatically apply to this agreement between Thinq Net and the Provider and the Myroombid website is linked to the Thinq Net website styled thinqnetbookings.com.

10.3 The Myroombid website appropriately categorises hotel locations, hotels, room availabilities and associated and incidental information.

10.4 The Myroombid website is enabled to allow the following transactions between a Provider and a Guest to take place when a Guest has selected a room in respect of which the Guest has chosen to implement the Myroombid facility:

• 10.4.1 The Guest enters a bid for the price per night which the Guest is prepared to pay for the room (‘the first bid’).
• 10.4.2 The Provider may accept the first bid or may reject the first bid and reply to the Guest with a counter-bid (‘the first counter-bid’).
• 10.4.3 The Guest may accept the first counter-bid or may reject the first counter-bid and make a further bid (‘the second bid’) being an amount not less than the first counter-bid.
• 10.4.4 The Provider may accept the second bid or may reject the second bid and reply to the Guest with a counter-bid (‘the second counter-bid’).
• 10.4.5 The guest may accept the second counter-bid or may reject the second counter-bid and make a third and final bid (‘the third bid’) being an amount not less than the second counter-bid.
• 10.4.6 The Provider must either accept a bid or reject a bid and make a counterbid within 24 hours of receipt of a bid.
• 10.4.7 The Guest must either accept a counterbid or reject a counter-bid and make a further bid within 48 hours of receipt of a counter-bid.
• 10.4.8 In the event that a bid or a counter-bid is not accepted or responded to in the manner set out in clauses 10.4.1 to 10.4.4 within the periods specified in clauses 10.4.5 and 10.4.6 then the potential booking between the Guest and the Provider shall be deemed to be null and void.

10.5 The Guest is limited to making a total of 3 bids and the Provider is limited to making a total of 2 counter-bids.

10.6 Upon acceptance by the Provider or by the Guest of a bid or a counter-bid a booking shall be deemed to have been made and accepted by the Provider and the Guest and the provisions of clause 4 of these terms and conditions shall apply to that booking.