This is an agreement for the engagement of services as a supplier independently and as separate from Yamu Yamu.
The terms and conditions of trading services are as follows, and is subject to change without notice or reason from Yamu Yamu if and when it deems necessary or otherwise. Yamu Yamu holds the complete discretion of engagement with a Supplier and can terminate the Services with the Supplier or other party without providing notice or reason:
1. Purpose of this agreement
- Yamu Yamu wishes to engage independent travel service providers and other suppliers to provide Travel Quotations and other related services to the Yamu Yamu website user/lead.
- The Supplier possesses the necessary expertise and registrations to provide Travel Quotations and other related services independently and in no connection to Yamu Yamu.
- Yamu Yamu wishes to engage the Supplier, and the Supplier is willing to accept such engagement, as Supplier for Yamu Yamu on the terms and conditions set out in this agreement.
Yamu Yamu engages the Supplier to provide the Services described in Schedule 1 (Services) on the terms and subject to the conditions referred to in this agreement.
This agreement will commence on 19th February 2020 and will continue until terminated in accordance with this agreement (Term).
4. Provision of services by the Contractor
- The Supplier will provide the services to travel users/leads that Yamu Yamu generates from their travel enquiry form which are described in Schedule 1 (Services), in the manner set out in Schedule 1 but not limited to.
- If Yamu Yamu requests in writing, the Supplier may provide services in addition to the ‘Services’.
4.2. Supplier's equipment
Where the Supplier provides or uses its own equipment, the equipment must be suitable for the work and must be maintained by the Supplier in good working condition at the Supplier’s own expense.
4.3. Supervisor and reporting
The Supplier will report to and perform the Services as required by Yamu Yamu lead generation and information supply services or such other person as notified by Yamu Yamu.
The Supplier may have applicable fees payable to Yamu Yamu as set out in Schedule 1 (Fees). A fee schedule will be created for each Supplier.
5.2. GST and invoicing
- For the purposes of this clause, GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law, where GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- The Fees are exclusive of any GST. Where GST is payable on a supply made by the Supplier under this agreement, Yamu Yamu may charge the Supplier an additional amount equal to the GST payable on that supply.
- Yamu Yamu must provide the Supplier/Agent with a tax invoice in accordance with the GST Law. The invoice will generally include the following details:
- date(s) of Services;
- name of Person;
- description of Services;
- the Suppliers/Agents ABN or other taxation ID reference number.
The Supplier must pay the Fees and any GST where required within 7 days latest of receipt or as directed on the invoice.
5.4. Variation of Fees
The Fees may be varied by agreement in writing between Yamu Yamu and the Supplier.
6. Obligations of Supplier
6.1. Performance of Services
- The Supplier must perform the Services in a diligent and professional manner according to any standards that normally apply to the Services and under the designed framework as advised by Yamu Yamu.
- The Supplier must ensure that the Dedicated Persons have all the requisite qualifications, skills and training and comply with relevant policies of the industry.
- The Supplier must act in good faith in all dealings with the leads/users that Yamu Yamu generates and must not do anything that may be harmful to the reputation or interests of Yamu Yamu.
- The Supplier must liaise with and report to Yamu Yamu with respect to all aspects of the Services, as and when directed and requested by Yamu Yamu.
The Supplier must take out all necessary insurances required to be affected by law and as per industry standards in accordance with their exact business and personal circumstances by a registered and qualified insurance advisor prior to engaging with Yamu Yamu’s user/lead platform. The insurances must be taken out and maintained during the entire Term engaged as an independent Supplier for Yamu Yamu.
The Supplier must provide the Services at its own cost and, unless specified in the Schedule, will not be reimbursed for any out of pocket expenses.
6.4. Payment of Supplier employees
The Supplier is solely responsible for paying its employees and agents all remuneration and benefits including salary, superannuation, annual leave, sick leave, long service leave and any other benefits to which they may be entitled as its employees, and for otherwise complying with the legislation and industrial awards which are applicable to its employees. The Supplier must pay all taxes and duties in respect of such remuneration and benefits.
6.5. Compliance with laws
- The Supplier must comply at its own cost and expense with all Acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Federal, state and local government departments, bodies, and public authorities or other authority so far as these same may affect or apply to the Supplier or to the Services.
- The Supplier indemnifies Yamu Yamu from and against all actions, costs, charges, claims and demands in respect of any breach of sub-clause (a) of this clause.
6.6. Supplier warranties
- The Supplier warrants that the Supplier has no authority to engage the services of any person as an employee or direct agent of Yamu Yamu.
- Except with the prior written approval of Yamu Yamu, the Supplier will not bind Yamu Yamu to any contract, or create any liability against Yamu Yamu in any way or for any purpose.
6.7. Survival of obligations
- The obligations under this clause survive termination or expiry of this agreement.
7. Relationship between parties
- The relationship between Yamu Yamu and the Supplier is that of a principal and an independent contractor. Nothing in this agreement constitutes the relationship of partnership or employer and employee between Yamu Yamu and the Supplier, or between Yamu Yamu and the Designated Persons.
- Nothing in this agreement constitutes or deems any Designated Persons to be employees of Yamu Yamu. The Dedicated Persons under the Supplier are and will remain at all times employees, independent contractors or agents of the Supplier (organisation/person).
8. Conflict of interest
- The Supplier warrants that it is not under any obligation or restriction which would in any way interfere with or conflict with the Supplier providing the Services under this agreement. The Supplier warrants that it will not assume any such obligation or restriction.
- The Supplier may engage in any other work and assignments during the Term provided that such other work or assignments do not involve a conflict with its duties and responsibilities to Yamu Yamu and do not bring Yamu Yamu into disrepute.
9.1. Confidential InformationConfidential Information includes, but is not limited to, any information that is:
- marked as confidential; or
- received or developed by Yamu Yamu during the Term, which relates to processes, equipment and techniques used by Yamu Yamu in the course of Yamu Yamu's business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans, and other
but does not include information which:
- is generally available in the public domain otherwise than as a result of a breach of this agreement by the Supplier;
- was known by the Supplier prior to Yamu Yamu disclosing the information to the Supplier; or
- the Supplier is required by law to disclose.
9.2. Confidentiality obligations
- Unless it has previous written consent from Yamu Yamu the Supplier must:
- only use the Confidential Information for the purpose of performing the Services.
- not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality of the Confidential Information or may injure or cause loss to Yamu Yamu.
- The Supplier must at all times store all Confidential Information safely and securely.
- the Supplier must immediately notify Yamu Yamu in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.
- The Supplier’s obligations with regard to the Confidential Information will continue for so long as this information is maintained on a confidential basis:
- by Yamu Yamu, in the case of Confidential Information pertaining to Yamu Yamu's business, or
- by Yamu Yamu's referred user/lead, in the case of Confidential Information pertaining to the business of Yamu referred Yamu's user/lead.
9.3. Indemnity and breach
- The Supplier indemnifies Yamu Yamu against all liabilities, costs and expenses which Yamu Yamu may incur as a result of any breach of this Confidentiality clause by the Supplier.
- The Supplier acknowledges that damages may be an inadequate remedy for breach of this Confidentiality clause and that Yamu Yamu may obtain injunctive relief against the Supplier for any breach of this Confidentiality clause.
The Supplier will, comply with all privacy obligations under any law or regulation.
9.5. Survival of obligations
The obligations accepted by the Supplier under this clause survive termination or expiry of this agreement.
10. Intellectual Property - Disclosure and ownership
- For the purposes of this clause, Intellectual Property includes but is not limited to trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.
- The Supplier must disclose to Yamu Yamu promptly and fully all discoveries, improvements and inventions made or conceived by the Supplier (either solely or jointly with others) in the course of performing the Services which are similar to the actual or anticipated business, work or investigations of Yamu Yamu or which result from or are suggested by any work performed for Yamu Yamu. Such inventions, whether or not they contain Intellectual Property rights capable of protection, shall be and remain the sole and exclusive property of Yamu Yamu or its nominees.
- The Supplier acknowledges that Yamu Yamu owns all Intellectual Property created by the Supplier in connection with the Services, that now exists or that later comes into existence. The Supplier assigns all its rights in such Intellectual Property to Yamu Yamu. The Supplier will do all things and execute all documents necessary to secure Yamu Yamu's ownership of the Intellectual Property.
- The Supplier agrees to indemnify Yamu Yamu fully against all liabilities, costs and expenses which Yamu Yamu may incur as a result of any breach of this clause by the Supplier.
- The obligations under this clause survive termination or expiry of this agreement.
11. Termination of agreement
11.1. Termination by notice
Either party may terminate this agreement by giving written notice to the other party at least 7 days in advance.
11.2. Termination for breach
- If Supplier breaches any term of this agreement, Yamu Yamu may give notice requiring to rectify the breach. If the Supplier fails to rectify the breach to the satisfaction of Yamu Yamu within 7 days of the notice, Yamu Yamu may terminate this agreement by notice in writing.
- Yamu Yamu may terminate this agreement at any time without notice if the Supplier engages in a serious or material breach of this agreement.
- Yamu Yamu may terminate this agreement at any time by notice in writing to the Supplier if the Supplier:
- is guilty of any dishonesty, serious misconduct or serious neglect of duty in connection with the provision of the Services; or
- engages in any act or omission that in the reasonable opinion of Yamu Yamu has or will likely have the effect of causing material damage to Yamu Yamu.
11.3. Termination for insolvency
Either party may terminate this agreement if:
- the other party enters into a deed of arrangement or an order is made for it to be wound up;
- an administrator, receiver or receiver/manager or a liquidator is appointed to the other party pursuant to the Corporations Act 2001 (Cth); or
- the other party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).
11.4. Obligations upon termination
- If at the end of this agreement the Supplier owes for any Fees, expenses or other, Yamu Yamu may give the Supplier an invoice. The Supplier must pay that amount (provided it is properly invoiced) within 30 days or earlier of receiving the invoice.
12. Post-agreement restraints – non-compete
- For a period of 12 months after the Supplier’s engagement with Yamu Yamu has been terminated for whatever reason, the Supplier agrees that it will not, within global regions in which Yamu Yamu operates and or serves, be engaged as an employee, independent contractor, adviser or in any other capacity in any business which, in the reasonable opinion of Yamu Yamu, is in competition with Yamu Yamu.
- The Supplier acknowledges that any breach by the Supplier of this clause would cause irreparable harm and significant damage to Yamu Yamu and accordingly that Yamu Yamu has the right to seek and obtain immediate injunctive relief in relation to any such breach.
- The Supplier acknowledges that the covenants in respect of non-competition contained in this clause are fair and reasonable and that Yamu Yamu is relying upon this acknowledgement in entering into this agreement.
13. Post-agreement restraints – non-solicit
For a period of 6 months after the Supplier’s engagement with Yamu Yamu has been terminated for whatever reason, the Supplier agrees that it will not:
- canvass, solicit or endeavour to entice from Yamu Yamu any person or organisation that was a customer or supplier of Yamu Yamu at the end of the Term (or whose business or custom Yamu Yamu was cultivating at the end of the Term), in relation to whom the Supplier regularly dealt with during the Term;
- canvass, solicit or endeavour to entice any employee or agent of Yamu Yamu to terminate their contracts of employment or agency with Yamu Yamu;
- interfere or seek to interfere with the relationship between Yamu Yamu and its customers, suppliers and employees.
- induce any other person to perform any of the acts specified in sub-clauses(a)(i), (a)(ii) and (a)(iii) of this clause.
The Supplier acknowledges that any breach by the Supplier of this clause would cause irreparable harm and significant damage to Yamu Yamu and accordingly that Yamu Yamu has the right to seek and obtain immediate injunctive relief in relation to any such breach.
The Supplier acknowledges that the covenants in respect of non-competition contained in this clause are fair and reasonable and that Yamu Yamu is relying upon this acknowledgement in entering into this agreement.
14. Supplier 's Indemnity
14.1. Supplier indemnity
- The Supplier will be responsible for and indemnify Yamu Yamu against liability for all loss, damage or injury to any person or property caused by the Supplier, in the course of providing the Services.
- The amount of any claims, damages, interest, costs and expenses (including without limitation all related legal costs incurred by Yamu Yamu) which may be paid, suffered or incurred by Yamu Yamu in respect of such loss, damage or injury must be made good at the Supplier’s expense.
14.2. Limitation of liability
- Subject to the Supplier’s Indemnity clause above, your liability in damages (including special, indirect or consequential damages, which damages will be deemed to include loss or revenue, loss or profit and opportunity loss) in respect of any negligent act or omission of you in connection with your obligations under this agreement will not exceed the amount specified by Yamu Yamu .
- The Supplier Indemnity clause above does not apply in relation to liability for personal injury or death, property damage, an infringement of confidentiality or Intellectual Property Rights, or a breach of the Compliance with laws under which have their own applicable liability parameters.
This clause survives the termination of this agreement.
This arrangement may not be assigned without the consent of both parties.
Yamu Yamu and the Supplier consider the covenants, obligations and restrictions contained within this agreement to be reasonable in all the circumstances of the agreement. Unenforceability of a provision of this agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the agreement.
Any notice, demand, consent, approval or communication under this deed (Notice) must be:
- in writing, in English and signed by a person duly authorised by the sender; and
- delivered by hand, registered mail, fax or email to the recipient's address for Notice specified in the Schedule, as varied by any Notice given by the recipient to the sender.
- The failure, delay or omission by a party to exercise any power or right conferred upon it by this agreement will not operate as a waiver of such power or right, nor will any single exercise of any such power or right preclude any other future exercise of the power, or the exercise of any other power or right under this agreement.
- A waiver of any provision of this agreement, or consent to any departure by a party from any provision of this agreement, must be in writing and signed by all parties and is effective only to the extent for which it is given.
This agreement may not be changed or modified in any way except in writing signed by or on behalf of all the parties.
15.6. Entire agreement
This agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this agreement.
15.7. Governing law
This agreement is governed by, and is to be construed and take effect in accordance with, the laws of Victoria. Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Victoria.
Please sign the attached copy of this letter in order to acknowledge the Supplier’s acceptance of the agreement set out in this letter.
The Services will include: Receiving the confidential lead, create a quotation for the lead parameters provided by the Yamu Yamu website user, providing the travel and tour quotations to the user directly, booking and completing the travel plans directly with the use, but not limited to these services. The Services will be performed globally but in compliance with the relevant GDPR laws and the Australian Privacy Act: This is to be elaborated on in due course.
The Fees will be determined on a customised basis with all suppliers. Fees may apply for listing a unique deal or renting advertising space throughout the website or feature a blog post.
As legally required, as advised by an authorised and qualified insurance/financial adviser to your exact business and personal needs.