Website and Service Terms and Conditions

Last updated: 21/06/2012

These terms and conditions govern the use of our website. Please read these terms carefully to ensure that you are fully aware of the terms under which we supply our services to you. These terms are offered and to be read in conjunction with the Privacy Policy and all other information available on our website.

By using our website, you agree to be bound by the terms and conditions of this website. The acquisition and use of the goods and or services used or acquired through this website are also governed by these terms.

Details of our website, our company and the definitions of terms used in these terms and conditions are detailed in Annexure A to these terms and conditions.

We reserve the right to modify or amend these terms and conditions without notice in our sole discretion. Any changes take immediate effect. Because these terms and conditions may change and the effect of these changes is immediate, we recommend you review the terms and conditions update date shown at the top of this page to see each time you use this site and if you determine that the date has changed since your last visit, you should review the terms and conditions again, to make sure you are happy with the changes.

If for any reason you are not happy or do not agree with any of these terms and conditions, you may not use our website.

The headings used in these terms and conditions are for information purposes only and have no effect on the terms of these terms and conditions and the agreement that they form between the parties.

The location of the laws that govern this agreement and the location of the courts which shall have Jurisdiction are recorded in Annexure A.

Any exceptions or alterations that are to apply to these terms must be in writing and executed by a director of our company.

We reserve all rights in respect to action taken for breaches of these terms. Any delay or failure to take action for infringement of these terms and conditions does not constitute a waiving of any of our rights.

You acknowledge and agree that if, for any reason, any elements of a clause or clauses in this agreement are found to be invalid, unenforceable or voided then you acknowledge and agree that the affected terms shall be ignored and the remaining terms will remain in place.

We may transfer or assign any matter or right under this agreement to other parties in part or in whole at our own discretion and without prior notification. We may sell our business, and as part of this sale, the information you provide us to another entity at our own discretion and without prior notification to you.

What we supply:

We operate the businesses and websites identified in Annexure A of these terms and conditions

These websites and businesses collect permission from users to promote offers to them.

We promote goods and services to our users in accordance with the users agreed methods of communication with the site.

We supply the purchaser with a purchase receipt for the good or service purchased from the merchant.

We supply the merchant with a list of the purchase receipts issued by us for purposes including but not limited to the processing of orders.

In most cases the purchaser needs only complete the checkout process to complete their order. In the case where the purchaser is required to take any additional steps in order to acquire their product or service (for example to make a reservation or provide additional materials) the purchaser must follow the instructions listed on the purchase receipt.

Each offer we promote generally has specific terms, conditions and restrictions that are in addition to these terms and conditions. These additional terms will be disclosed on the information pages for each offer or deal and are in addition to any other terms or conditions you are bound to by using our website and service. These additional terms and conditions can include, but are not limited to things such as:

• Length of time that the deal is available for
• The minimum number of purchasers required to activate a deal
• The maximum number of purchasers a deal may have
• The time period through which your purchase is valid
• Additional instructions required to obtain the purchased good or service
• Restrictions or requirements for the number of people, or items that may be redeemed by a single party or group of people.

Memberships to our sites:

Website memberships are available to “Eligible Persons”. Eligible Persons are listed in Annexure A to this document.

In your membership application, you must provide us with the requested personal information and you warrant that this information is correct. Such information includes but is not limited to a valid email address, your name, street address, date of birth, gender, information on your preferences and your preferred method of payment and the details required to process payments via that payment method.

It is your responsibility to keep this information up to date. You agree that email to your nominated email address is a valid method of notification. You agree that above all else, you will keep your email address updated and ensure that emails from our websites are where ever possible not sent to your junk mail folders. We are not responsible for any circumstance arising from you supplying us with incorrect information, or relying on outdate information or if the information we send to you is not received when we send it in accordance with your suppied information.

We reserve the right to terminate your membership in our sole discretion for any reason. By opening an account you warrant that you will:

• not open multiple accounts.
• not provide false or misleading information.
• only supply payment instructions to us where you have the full legal rights to do so.
• not have other people open accounts for you.
• not steal or otherwise attempt to access other peoples accounts
• not attempt to impersonate another person for any reason.

Your account will be protected by a password of your choosing that must also comply with our security requirements. The security requirements will be advised at the time you choose your password. It is your responsibility to keep this password safe. We recommend that you change your password regularly to enhance your safety. We are not responsible for lost or stolen passwords or for what happens if someone uses your account without your permission.

Any content you submit to our site becomes our property and you issue us a royalty-free, irrevocable, perpetual, non-exclusive right to use this content for our service and associated businesses. We may assign or sub-license these rights in our sole discretion.

Your Warranties to us:

You expressly and freely warrant that:

• All the information that you provide to us is true and correct and that you have the legal right to enter into this agreement.
• You will behave in a civil, objective and appropriate manner when using our website. You will not use profanity, act in an aggressive, sexist, racist or any other manner which is, or could be seen, to be illegal (for any reason), defamatory or hurtful in any way.
• You will not attempt to interfere with the operation of the websites, including attempting to block access to, modify content, copy content, slow performance, harm any of our software or hardware, obtain information from the website to which you are not entitled or attempt to access or hack any part of our software or hardware or business activity.
• You will not directly or via instruction or request or induce others in any way to “scrape”, copy, steal or use for any commercial purpose any information or intellectual property on our systems without our express written permission.
• You will not send to us or in any way participate in the process of sending to us any form of malicious item, including but not limited to viruses, Trojan horses, worms, easter eggs, TSR’s, spyware, time-bombs, bots (of any kind) or any other form of code or set of instructions that has the ability to harm our operations in any way.
• You will not use or manipulate our systems for any purpose that breaches any laws or for any reason or in any way that causes either our business or any other entity to breach any laws.
• all information, copy, images and anything else sent or otherwise provided to us by you does not directly or indirectly infringe on the intellectual property or other rights of any entity.

The supply of purchased Goods and Services

To obtain the good or service you have purchased, you should follow the instructions presented to you on our website and / or your purchase receipt. Please note that there may be additional terms and conditions applying to how and when the purchased good or service may be used.

In some circumstances (including but not limited to the supplier being booked out on certain dates) the supplier may need to advise you of when they are able to accept your request for the supply of the goods and services on a particular date. Due to bookings and availability changing, you may only be able to obtain this information by direct contact with the merchant.

You agree and accept that these additional requirements may result in you not being able to obtain the purchased good or service on your preferred date or time.

We cannot guarantee that the goods or services will be available for you to redeem on your preferred date and time and it is your responsibility to follow the instructions on our website or on your purchase receipt promptly and to make any advance bookings that are required to obtrain your product or service far enough ahead of time in order to obtain an appropriate date to acquire the good or service. For the avoidance of doubt, if you wait until very late in validity period stated on your purchase receipt to follow the required instructions or any other condition and you find that there are very limited or no available times to make a booking, you acknowledge and agree that this is not the fault of ourselves or the supplier of the good or service.

Additionally, you may be required to agree to additional terms and conditions with respect to the supply of the good or service they have sold you through one of our websites. This may include, but is not limited to, signing indemnities, waivers or entering into a contract in order to acquire the good or service purchased.

If you make a booking and then cancel, you will be subject to the standard policies for cancellation for the good or service purchased and you may result in the loss of the value of your purchase, your booking or have to pay a cancellation / rebooking fee. Sometimes, it may be necessary to change your booking. You agree and acknowledge that the supplier of the good or service has the right to cancel, move or change any booking you make with them. Such changes are matters to be resolved on a case by case basis.

While we strive to have our website available 24hrs a day, 7 days a week, there will inevitably be periods where the websites will be unavailable. We will attempt to manage such events to have the minimum impact on our users.

While every effort is made to ensure a clean and continuous supply of access to our website, we cannot and do not warrant this. We supply our services to you without warrant in an ‘as-is’ basis and you agree to accept this.

By placing an Order, you agree to purchase the selected product or service through the account with which you have logged onto our website and via the payment method you have nominated.

There may be additional terms and conditions on the supply of the good or service to you. Typically any additional, material terms are included on our website and on our purchase receipts, however additional terms that may apply include (but are not limited to) the following:

• Purchase receipt is only valid at the locations stated on the purchase receipt.
• A specified number of purchase receipts per order or booking used unless otherwise specified by or agreed.
• Purchased offers may not be used in conjunction with any other offer.
• Purchased offers are specific to the purchaser and unless purchased as a gift through the appropriate channel, may only be used by the purchaser.
• Purchases from our website, business or associated entity are typically offered to customers below their face value and shall be subject to these terms and conditions and additional specific terms and conditions specific to each purchase.
• In circumstances where prevailing law, regulation or undertaking requires that purchases be valid for a certain period, and the period stated on the purchase receipt is less than the required minimum period, please contact us to assist you in resolving the matter.
• In circumstances where governing law, regulation or undertaking requires that the purchase receipt may be redeemed for cash, then the amount we actually charged you shall apply for this purpose and not the promoted retail value of the product or service offered. For the avoidance of doubt, if you paid $40 to receive $180 worth of goods, under this provision, the amount you would be entitled to be refunded would be $40.
• The supplier of the good or service shall be fully responsible for any and all illnesses, accident, injury, claims, liabilities, damages and costs incurred by a customer, caused in whole or in part by the supplier, to either person or property.
• The purchase of tobacco or alcohol products is; 1) at the sole discretion of the supplier and 2) only available to persons over the minimum age required by law for the purchase of these products. Proof of age may be requested by the merchant and you agree to comply with any decision by the supplier on the service of tobacco or alcohol products.
• It is the responsibility of the supplier to ensure that service of alcohol or tobacco products is done in accordance with all of the relevant laws, regulations and undertakings made by the supplier. It is the suppliers responsibility to enforced these items and you agree to assist the supplier  in ensuring that this occurs. These relevant laws, regulations and undertakings made by the supplier set out the minimum standard to which they must adhere. It is entirely within the suppliers rights to place their own requirements which exceed these mininum standards and should this be the case, you agree to abide by the suppliers additional requirements.

Purchase receipts:

The advertised price includes any applicable GST.

Payments will be processed by our systems attempting to debit the nominated payment method.

Once the payment has been successfully confirmed, a purchase receipt will be issued to you. This will be available to you through our website. You may additionally be notified via email of the details of your purchase and links to obtain more information.

If your nominated payment method is declined for any reason, then you will not receive a purchase receipt. It is your responsibility to ensure that your nominated payment method is up to date and that there is sufficient, unencumbered funds in your account to pay for your purchase. We accept no responsibility for purchase that do not complete due to the payment not being successfully processed and recorded by ourselves for any reason.

Validity periods and Delivery Times:

Each offer will have a specific delivery time or validity period. This will typically be stated on the purchase receipt. Where no delivery time is stated on the purchase receipt, then the delivery period shall be 30 days from the completion of the instructions required to acquire the good or service, listed on the purchase receipt. Where no validity period is stated on the purchase receipt, then the validity period shall be 30 days from the date of purchase.

Returns and Refunds policy:

Our refund policy is available on our website at: http://www.dealsilove.com.au/support/refund-policy/ . There are links to this refund policy in the menu structure at the base of every page on our website.

Regardless of these general policies, you may apply for a refund for any purchase and we encourage you to contact us to explore this option if you are unhappy for any reason with your purchase. We may approve these refunds in our sole discretion. Circumstances where a refunds are more favourably considered are:

• Any error on our behalf or failure of our selves or the suppliers we introduce to you to meet the undertakings promoted on our website or purchase receipts to you in respect to the supply of the purchased good or service
• Reasonable non availability of good or service
• The good or service was not delivered or supplied within the specified time periods
• Where there was a genuine fault in the supplied good or service at the time of supply
• Where the good or service is materially different to the good or service promoted on our website
• Within 24 hours of your purchase and where the good or service has not been sent or used.
• When the additional terms of sale specifically state refunds are available.

Disclaimers and Liability

Information about Suppliers goods and services that is shown on our website is supplied by the merchant and we cannot and do not warrant or endorse it. It is your responsibility to seek any additional information you require to determine if the advertised good or service meets your needs or is fit for your intended purpose.

Our website contains hyperlinks to other websites. These may appear in the format of links for more information on a merchant’s services, third party advertisements and other links. You acknowledge and agree that these links go to websites other than our own and are beyond our control. We recommend that you to review the terms, privacy and other policies of these external websites prior to making a decision on whether to use these sites or provide these websites with any personal information. We cannot and do not warrant or endorse any aspect of these websites. We cannot and do not warrant that they are free from error, virus or any other form of malicious code or instruction. Therefore any use of these external sites is solely your decision and risk.

In some instances, we act as an agent on behalf of the supplier of the goods or service. In these cases, we do not provide the good or service being provided. We have no control over the supply or quality of the merchants good or service or the accuracy of the information provided by the merchant in relation to the good or service offered for sale. We will take up any issue with a merchant on your behalf provided you contact us and provide us with enough information to do so.

YOU AGREE AND ACKNOWLEDGE THAT UNDER NO CIRCUMSTANCE OR EVENT  SHALL WE, OUR AGENTS, EMPLOYEES, CONTRACTORS OR SUB CONTRACTORS, BE LIABLE FOR ANY LOSS OR DAMAGES (DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE ) INCLUDING WITHOUT LIMIT, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF PRODUCTION, LOSS OF DATA, LOSS OF REPUTATION, LOSS OF OPPORTUNITY OR GOODWILL, LOSS OR CURRUPTION OF SOFTWARE OR DATA, FAILURE OR DAMAGE OR DAMAGE TO PROPERTY (INCLUDING COMPUTER HARDWARE OR SOFTWARE), BREACH OF SECURITY (INCLUDING NETWORK INTRUSION), INTERRUPTION TO BUSINESS OR SYSTEM AVAILABLILITY REGARDLESS OF THE MANNER IN WHICH SUCH CIRCUMSTANCE OR EVENT WAS CAUSED IN CONNECTION WITH OUR BUSINESS, OUR WEBSITE, OUR RELATED ENTITIES AND/OR OUR SERVICES.

TO THE EXTENT THAT IT IS PERMISSABLEBY LAW, ALL INFORMATION, TERMS, CONDITIONS, WARRANTIES, AND/OR REPRESENTATIONS IN CONNECTION WITH OUR WEBSITE AND/OR OUR SERVICES (BE THEY EXPRESS OR IMPLIED) ARE EXPRESSLY EXCLUDED.

IN PARTICULAR, TO THE EXTENT PERMISSABLE BY LAW, WE, OUR CONTRACTORS, SUB-CONTRACTORS, EMPLOYEES, AGENTS AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE) TO TITLE, MERCHANTABILITY OR FITNESS OF A GOOD OR SERVICE FOR A PARTICULAR PURPOSE.

ADDITIONALLY, TO THE EXTENT THAT IT IS PERMISSABLE BY LAW WE, OUR CONTRACTORS, SUBCONTRACTORS, EMPOYEES, AGENTS OR SUPPLIERS PROVIDE NO WARRANTY (EXPRESS, IMPLIED OR OTHERWISE) IN RELATION TO THE GOODS / SERVICES WHICH ARE ADVERTISED ON OUR WEBSITE.

IN INSTANCES WHERE OUR LIABILITY MAY NOT BE EXCLUDED, YOU AGREE TO LIMIT OUR LIBILITY TO THE LESSER OF:

• THE PURCHASE PRICE OF THE GOOD OR SERVICE
• THE COST OF RE-SUPPLING THE GOOD OR SERVICE LISTED ON THE PURCHASE RECEIPT.
• THE COST OF HAVING THE GOODS OR SERVICE REPAIRED

With respect to the point above, in no event shall we be liable for any acts, omissions or defaults of any Merchant or third party including but not limited to:

• Failure to supply the relevant, purchased goods and/or service, in whole or in part, when you try to redeem your purchase receipt;
• Any additional costs associated with acquiring the purchased goods or services (including but not limited to transportation, parking & insurances);
• Any additional costs with respect you cancelling or re-booking / having re-delivered a good or service.
• if a Merchant cancels your booking or purchase for any reason.

Indemnity

You  agree to indemnify and hold us and our associated entities harmless from and against all losses, actions or claims which any party or entity suffers in relation to:

1. The goods and services supplied by Merchants
2. Any omissions, misrepresentations or acts of  Merchants;
3. third party claims that their rights (including intellectual property rights) have been breached;
4. breach of any warranty or representation that you have given to us, including in these terms and conditions
5. The use of our website and associated services, whether supplied by us or our associated  entities.

Copyright and Intellectual Property

Access to this site is provided to you for the permitted purposes only. The permitted purpose for use of this website is to view the information on both our service and current deal offers and to purchase those deal offers. Any other use of this site for either commercial or non-commercial purposes is not permitted and you expressly acknowledge and agree that you will not use our websites for any other purpose. You agree and acknowledge that you do not have any interest, right or title to our copyright or intellectual property.

All intellectual property and copyright is owned by us. You agree not to infringe these rights in any way. The elements that these rights apply to include but are not limited to the copy, graphics, source code, cookies, logos, databases, deals and images shown on our site.

You may not copy, record, store, distribute, transmit, publish, reverse engineer, decompile or adapt any element of this website for any purpose. You may not take the information from this website to use for commercial purposes, a specific example (but by no means the only example) of which being contacting the merchants directly to obtain a deal for yourself or to entice the merchant to supply a deal or offer through your own business or any other business.

Annexure A

Promoter (also referred to as us, we, our):

Deals I Love (Australia) Pty Ltd
61 Christie Street
St Leonards, NSW 2065

Phone: 02 8088 0756 (During 9am – 5pm Sydney Business Hours)

email: [email protected]

Websites:
www.dealsilove.com.au

Definitions:

The following words and phrases have the meanings described here:

1. “Associated  entities” means any employees, agents, contractors, sub contractors or any other entity engaged by us to assist in the provision of services to either ourselves, the users of our services, users of our websites or you.

 

Eligible persons:

Persons permitted to register on the websites are Australian Residents over the age of 18 years.

 

 

 

Merchant Terms of Business

Deals I Love – Merchant Terms of Business Agreement
(referred to hereafter as “MTBA”)
Preamble:
This document sets out the terms and conditions under which the Agent and the Supplier agree to promote and make available goods or services for purchase through the Agents (and any other agreed entities) websites, applications, mobile and other distribution mechanisms.
The details parties contracted under this agreement, any special conditions pertaining to this agreement and any additional clarifications or definitions to this agreement are included in Annexure A to the MTBA (also referred to as Annexure A).
Additional terms of the offers made to consumers under this agreement are included with Annexure A.
In circumstances where the terms of Annexure A and this MTBA are in conflict, then the terms contained in Annexure A shall prevail.
Appointment
1. The parties acknowledge and agree that on and from the date of the MTBA, the Supplier appoints the Agent and the Agent accepts the appointment to act as the Supplier’s agent to advertise for sale on the Website the Supplier’s Product, Good and/or Service.
2. The term of the appointment commences on the date of the MTBA and expires upon payment of the Net Sale Proceeds in accordance with clause 9(c).
3. This Agreement is not intended to give rise to nor should it be construed as giving rise to any form of joint venture or partnership between the Agent and the Supplier.
Sale of Products, Goods and/or Services
4. Upon receipt of the executed MTBA the Agent must, as soon as practicable, notify the Supplier of the duration and commencement date of the Sale Period.
5. The Agent will use its best endeavours to ensure that the Sale Period commences on the date nominated by the Supplier.
6. The Agent agrees to display the Goods and Services on the Website for the duration of the Sale Period.
7. The Supplier irrevocably authorises the Agent to sell the Goods and Services to the Agents Subscribers once the Active Deal Number is reached.
8. The parties acknowledge and agree that in the event the Active Deal Number is reached, the Agents Subscribers will pay the Agent directly for the Goods and Services via the Agent’s merchant facilities.
9. Where the Minimum Deal Number is reached, the Agent will:
a) As soon as practicable, provide to each Member a Voucher containing the following information:
(i) the Goods and Services;
(ii) the locations at which the Voucher can be redeemed;
(iii) the unique identification number;
(iv) if applicable, the unique online redemption code;
(v) the terms of the sale of the Goods and Services.
b) As soon as practicable, but no later than five (5) business days from the expiry of the Sale Period, notify the Supplier that the Active Deal Number has been reached and provide the Supplier with the following:
(i) details of each Voucher issued of the purchase of the Product, Good and/or Service;
(ii) the unique identification number;
(iii) if applicable, the unique online redemption code.
(iv) if applicable, a list of the names and addresses required to deliver the products to the purchaser
c) As soon as possible, but no later than ten (10) business days after the expiry of the Sale Period:
(i) remit the agree percentage of the Net Sale Proceeds to the Supplier;
(ii) provide the Supplier with a Tax Invoice for the Agent’s Commission.
d) As soon as is possible, but no later than 10 days after the expiration of the issued vouchers,
i) Prepare a report detailing any refunds or charge backs made to customers or by credit card processing bureau.
ii) Deduct these refunds and charge backs from the 20% of net sales proceeds withheld by us for this purpose.
iii) Remit the balance to the merchant.
GST
10. The Supplier warrants to the Agent that it is registered or required to be registered under the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
11. The Supplier indemnifies the Agent from any Goods and Services Tax which is or becomes payable on the purchase price of the Goods and Services.
Warranties and Indemnities
12. Upon signing the MTBA, the Supplier warrants to the Agent that:
(a) It has the authority to enter into and be legally bound by this Agreement;
(b) The Goods and Services are:
(i) fit for purpose;
(ii) owned by the Supplier;
(iii) not in breach any laws, regulations or rules;
(iv) not in breach of a third (3rd) parties’ intellectual property rights
(v) free from fault or defect.
(c) Annexure A of the MTBA contains:
(i) details of the Supplier which are accurate and up to date;
(ii) the specific terms upon which the Supplier consents to the Agent advertising for sale the Goods and Services;
(d) The terms of sale of the Goods and Services can be accessed by Agents Subscribers by:
(i) Visiting the Supplier’s website; or
(ii) Contacting the Supplier directly.
(e) It will acknowledge, recognise and provide the Goods and Services to the Agents Subscribers upon the Member producing the Voucher to the Supplier;
(f) It will meet the costs and expenses associated with providing the Goods and Services to the Agents Subscribers;
(g) It will provide each Member with a Tax Invoice upon production of a Voucher.
(h) it is not aware of any situation or circumstance that would impact its ablilty to supply the Product, Good or Service to the purchaser within the terms of the issued .
(i) That the Supplier is in good financial standing and not in or expected to need to go into liquidation or administration at any point during the vailidity of the offer.
No Warranty
13. The parties acknowledge and agree that the Agent provides no warranty in relation to:
(a) The accuracy of any and all information provided to the Agent by the Supplier including but not limited to, terms, conditions, descriptions, content and material;
(b) The accuracy of any and all information provided to the Agent by the Agents Subscribers including but not limited to, contact and payment details;
(c) The ownership rights of any logos, designs, Trade Marks or other intellectual property provided to the Agent by the Supplier for use on the Website or the Voucher;
(d) The suitability or fitness for purpose of the Goods and Services;
(e) The Supplier’s performance of the Goods and Services sold to the Customers.
Indemnity and Release
14. Notwithstanding anything contained in this Agreement, the Supplier indemnifies and releases the Agent against any and all claims, demands or actions of whatsoever nature arising out of or in relation to:
(a) Lost, destroyed or misplaced Vouchers;
(b) The accuracy of any and all information provided to the Agent by the Supplier including but not limited to, terms, conditions, descriptions, content and material;
(c) The accuracy of any and all information provided to the Agent by the Agents Subscribers including but not limited to contact and payment details;
(d) The ownership rights of any logos, designs, Trade Marks or other intellectual property provided to the Agent by the Supplier for use on the Website or the Voucher;
(e) The suitability or fitness for purpose of the Goods and Services;
(f) The Supplier’s performance or non performance of Services sold to the Customers;
(g) The Supplier’s failure to provide the Goods sold to the Customers;
(h) Incorrect, inaccurate or misleading details in relation to:
(i) The Agents Subscribers;
(ii) The Supplier;
(iii) The description of the Goods and Services;
(iv) The Sale Period or the terms of the sale;
(v) The unique identification number, the unique online redemption code and the Vouchers.
No guarantee to promote
15. The Agent may decline, in its absolute discretion, to advertise the Goods and Services for sale including, but, not limited to where:
(a) The Agent considers the Goods and Services inappropriate for the Website;
(b) The Goods and Services infringe upon a third (3rd) parties’ intellectual rights;
(c) The Goods and Services are in breach of any law, regulation or rule;
(d) The MTBA has not been completed in its entirety.
Failure to supply
16. Failure to supply, substituting or providing unfit for purpose goods or services constitutes an event which can have a significant negative impact on the business activities of the Agent.
Where the Merchant fails to supply the good or service in accordance with the conditions stated this agreement and its Annexures, the Agent will charge liquidated damages of $100 per affected user.
Termination
17. Provided the Sale Period has not commenced, any party may terminate this Agreement by giving not less than fourteen (14) days written notice to the other party. If the agent is made aware by the purchasers of the good or service of the merchant that the merchant is not providing the good or service to a satisfactory level (in the sole discretion of the agent) then the deal may be cancelled by the Agent and any un-redeemed vouchers be refunded to the purchaser. In this circumstance, Clause 16 will apply.
Insolvency
18. The parties acknowledge and agree that where there is an Insolvency Event which occurs during the period from the commencement of the Sale Period to prior to the Net Sale Proceeds being remitted to the Supplier pursuant to clause 9(c), the Supplier irrevocably authorises the Agent to refund the purchase price for the Goods and Services to each of the Agents Subscribers conditional upon the relevant Agents Subscribers surrendering up the Voucher for the Goods and Services. The Supplier indemnifies and releases the Agent in this regard.
Confidentiality
19. The parties acknowledge and agree that the terms of this Agreement are confidential and the parties warrant that they will not disclose the terms of this Agreement to any third (3rd) party except where such disclosure:
(a) Is required by law;
(b) Has been consented to by each other party;
(c) Is to the parties’ legal and business advisors;
(d) Is required in order for the parties to comply with their obligations contained herein.
Jurisdiction
20. The parties acknowledge and agree that this Agreement will be governed by and construed in accordance with the laws of New South Wales and parties irrevocably submit to the non-exclusive jurisdiction of the Courts of New South Wales and all appellate Courts.
Entire Agreement
21. This Agreement contains all the contractual arrangements of the parties with respect to the transactions to which it relates. It supersedes all earlier conduct by the parties with respect to those transactions. This Agreement shall not be modified, amended or supplemented except by an instrument in writing duly executed by the parties.
Merger and Assignment
22. Notwithstanding termination of this Deed, any clause which is capable of taking effect after termination shall remain in full force and effect.
23. This Agreement is personal to the parties and none of the parties have the right to assign the benefit or obligations incumbent upon them pursuant to this Agreement.
Severability
24. If any term of this Agreement is legally unenforceable or made inapplicable, it shall be severed or read down, but so as to maintain as far as possible all other terms of this Agreement.

Definitions
1. In this contract the following terms have the following meanings:
(a) “Minimum Deal Number” means the minimum number of Agents Subscribers which the Supplier requires to sell the Goods and Services;
(b) “Agreement” means the MTBA and Annexure A;
(c) “MTBA” means the Merchant Terms of Business Agreement;
(d) “Agent” means Deals I Love (Australia) Pty Ltd ABN 93 151 073 693;
(e) “Commission” means the commission to be paid to the Agent as specified in Annexure A;
(f) “Goods and Services” means the Supplier’s goods and services as specified in Annexure A;
(g) “Insolvency Event” means the occurrence of any one or more of the following events in relation to the Supplier:
(i) a petition presented against the Supplier is not discharged or withdrawn within ten (10) Business Days of its presentation, an order is made, a resolution is passed or a meeting summoned or convened to consider a resolution for the Supplier’s winding up;
(ii) an official manager, trustee, voluntary administrator, liquidator or provisional liquidator is appointed for all or any part of the Supplier’s assets or undertaking;
(iii) the Supplier enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors;
(iv) the Supplier ceases to carry on business or threatens to do so, other than for reorganisation or restructuring; or
(v) an application is made to a court for an order that the Supplier be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed.
(h) “Agents Subscribers” means the Agents Subscribers of the public who register with the Agent to use the Website for the purpose of buying the Goods and Services;
(i) “Net Sale Proceeds” means the total monies received from Agents Subscribers in relation to the Goods and Services less the Commission;
(j) “Sale Period” means the period time agreed in Annexure A during which the Goods and Services are advertised for sale on the Website;
(k) “Supplier” means the Supplier named in Annexure A;
(l) “Terms” means the terms and conditions of the Agreement as contained herein;
(m) “Voucher” means the voucher outlined in clause 9(a);
(n) “Website” means the websites identified in Annexure A of the MTBA.
(o) “Refunds” and “Charge backs” are the amounts of money that the Agent has paid to voucher holders, to our payment processing bureau or the customers bank or financial institution in connection with a voucher or couchers we have collected money for and issued to the customer in good faith on behalf of the merchant.