Last updated: 3 August 2026
These Platform Terms apply to tour operators, travel companies and other business customers who license the Wayloop Platform. If you are a traveller using the Wayloop app, the End User Terms of Use apply to you instead.
1.1This Agreement consists of:
(a)the Key Details;
(b)these Platform Terms; and
(c)any applicable Schedules.
1.2If there is any inconsistency between the parts of this Agreement, the document listed earlier in clause 1.1 prevails to the extent of the inconsistency.
2.1This Agreement commences on the Commencement Date and continues for the Initial Term and each Rollover Period, unless terminated earlier in accordance with its terms.
2.2At the end of the Initial Term and each subsequent Rollover Period, this Agreement is automatically extended for a period of time equal to the Rollover Period. Either party may terminate this Agreement by giving at least 90 days’ written notice to the other party before expiry of the Initial Term or then-current Rollover Period, in which case the termination is effective immediately upon the expiry of that period.
3.1We supply you with access to the Platform and provide the Services in the manner contemplated by this Agreement.
3.2You may invite Eligible Customers to use the Platform in relation to Your Services via the Platform functionality. Eligible Customers must enter into a separate End User Agreement with us to access and use our Platform and services.
3.3Where the Services include White Label Services, your terms and conditions and privacy policy will apply to Customers’ access and use of the Platform in addition to our End User Agreement and Privacy Policy.
3.4Our role is limited to enabling you and your Eligible Customers to access and use the Platform, subject at all times to this Agreement or the End User Agreement (as applicable). You acknowledge and agree that we are not a party to any transaction between you and your Customers, even where the transaction is facilitated by the Platform or our Payment Processor, and we accept no liability for your configuration of the Platform, any aspect of the content you upload to the Platform, or your and your Customers’ interactions or dealings in connection with the Platform.
3.5You acknowledge and agree that certain Platform features require you to set up an account or enter into a separate agreement with a third-party service provider (Third-Party Service). Where you elect to use such Third-Party Services, our role is limited to embedding the relevant third-party interface within the Platform and we accept no liability in respect of the Third-Party Service. You acknowledge and agree that any exchange of data between you and the relevant provider of the Third-Party Service is solely between you and the relevant third-party provider.
3.6Further details of the Platform and Services are set out in the Key Details, Schedules (if any) and Documentation.
3.7The parties are independent contractors and nothing in this Agreement gives rise to any relationship of agency, partnership, employment or otherwise. You have no authority to bind, or to represent that you have authority to bind, us in any way.
4.1We will use reasonable care and skill in providing the Platform and Services and ensure all work in connection with the Services is carried out by qualified personnel.
4.2We will use reasonable commercial endeavours to provide the Platform and Services so as to meet or exceed the Service Levels.
4.3Where we fail during a month to achieve one or more Service Levels, you may claim a Service Credit. To the extent permitted by law, the Service Credit will be your sole and exclusive remedy for any failure by us to meet the Service Levels.
4.4We are not in breach of our obligations under this Agreement for any failure to meet the Service Levels to the extent the failure arises in connection with:
(a)any failure by you to comply with your obligations under this Agreement;
(b)your failure to ensure that your network and systems comply with the Systems Requirements;
(c)any Material provided by you;
(d)any scheduled maintenance;
(e)damage or unavailability caused by your or a Customer’s use of the Platform other than in accordance with the Documentation; or
(f)a Force Majeure Event.
4.5You must:
(a)comply (and ensure your Personnel comply) with all obligations under this Agreement;
(b)moderate end user content generated by your Eligible Customers in connection with your Services;
(c)follow our reasonable directions in connection with the access to and use of the Platform;
(d)co-operate with us in any way reasonably required by us to comply with our obligations under this Agreement or applicable Laws;
(e)not use the Platform in any way that could damage the reputation, goodwill or other rights associated with us or the Platform;
(f)use the Platform in accordance with all applicable Laws, including the Competition and Consumer Act 2010 (Cth) and Privacy Laws;
(g)not, and must ensure that your Personnel do not:
(i)reproduce, make corrections to, modify or adapt the Platform or create any derivative works based on the Platform;
(ii)except to the extent expressly permitted under this Agreement, resupply, resell, sublicense or otherwise allow any other person to access or use the Platform;
(iii)decompile, disassemble or otherwise reverse engineer the Platform or allow, cause or permit any third party to do so (except as expressly permitted by law); or
(iv)knowingly access, store, distribute or transmit any viruses or any material during the use of the Platform, which is unlawful, harmful, defamatory, discriminatory or violates any applicable Laws;
(h)not use the Platform:
(i)to engage in any fraudulent or unlawful behaviour, or to engage in any misleading or deceptive conduct;
(ii)to defame, menace or harass any third party;
(iii)to gain unauthorised access to or interfere with any online resources or systems of any third party, including by any form of hacking;
(iv)in any manner that is likely to result in our systems, or that of any other person, being affected by any malicious code;
(v)in a way that infringes the Intellectual Property Rights or any other rights of any person;
(vi)in a way that disrupts, misuses or excessively uses the hardware, bandwidth access, storage space or other resources or its third party service providers or other customers;
(vii)for any data mine, scrape, crawl, email harvest or any other process that sends automated queries; or
(viii)in any other manner that is otherwise unacceptable to us;
(i)only use marketing material or make marketing claims in relation to the Platform and Services which have been pre-approved by us in writing.
5.1Subject to your selected Subscription Level, payment of the applicable Fees and compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable right and licence for the Term to:
(a)access and use the Platform to facilitate and manage Your Services to Eligible Customers; and
(b)access and use any other feature or function of the Platform which we make available to you from time to time,
in accordance with the Documentation and this Agreement for your internal business purposes only.
5.2For clarity, the licence under clause 5.1 does not allow you to sublicense the Platform to third parties.
5.3You are solely responsible for:
(a)ensuring that your network and systems comply with any Systems Requirements;
(b)procuring and maintaining compatible internet access and connections that comply with any applicable Systems Requirements and that are suitable so that you are able to access and use the Platform in accordance with this Agreement;
(c)ensure your access credentials are kept secure and confidential, and take all steps necessary to ensure that access credentials are not disclosed, provided or made available to, or otherwise accessed by, any other person; and
(d)notify us immediately after becoming aware that any access credentials have been disclosed, provided or made available to, or otherwise accessed by, any other person.
6.1We have the right to manage all resources and personnel involved in providing the Platform and Services as we deem appropriate and have the right to subcontract any of our obligations under this Agreement to any third party without having to obtain your prior written consent.
7.1You acknowledge and agree that, to the extent permitted by applicable law and subject to clause 14.7:
(a)we make no representation or warranty that the Platform will be free from defects, errors or faults, or that it is fit for any particular purpose;
(b)the Platform (or any feature) may not be available from time to time, and we make no representation or warranty in relation to the availability of the Platform (or any feature);
(c)we may but are not obliged to provide you with any update or upgrade to, or any new version of, the Platform;
(d)use of any third party product, content or service by you as part of or in connection with the Platform may be subject to separate terms and conditions, whether imposed by us or by the relevant third party (and you must comply, and must ensure that your Personnel comply, with such third party terms and conditions);
(e)while we will use reasonable commercial efforts to support interoperability with third party products, content and services as outlined in the Documentation from time to time, we cannot guarantee the continued availability of such features and may cease providing them at any time without entitling you to any refund, credit or other compensation;
(f)you are responsible for your configuration of the Platform and any data, information or other Material or content that you (or someone on your behalf):
(i)provide to us or Customers through the Platform; or
(ii)upload or input into or through the Platform;
(g)the Platform may not be fully compatible with your device or operating system; and
(h)if you identify a reproducible defect, error, or fault with the Platform, we will use our reasonable endeavours to remedy such defect, error or fault.
8.1The Platform may include artificial intelligence features (AI Features).
8.2You acknowledge and agree that:
(a)the AI Features are general-purpose tools;
(b)the outputs of, and the results expected from, the AI Features (AI Outputs) are not entirely predicable and are not verified by us;
(c)AI Outputs may not be relevant, complete or accurate, and you and Customers are solely responsible for assessing any AI Outputs, verifying their accuracy and determining appropriate actions;
(d)you are solely responsible for meeting all Laws in connection with your use of AI Features, including to the extent necessary implementing compliance processes to ensure your obligations under all Laws are met;
(e)we may use third party suppliers to provide the AI Features (Third Party AI Suppliers);
(f)we may disclose your and Customers’ inputs to the AI Features (AI Inputs) to Third Party AI Suppliers (who may be located overseas or use infrastructure overseas) for the purpose of providing the AI Features; and
(g)we may change the Third Party AI Suppliers used to provide the AI Features from time to time.
9.1Subject to clause 17, you must pay the Fees to us at the rates specified in the Key Details.
9.2The Platform may make available payment gateway functionality from time to time which enables you to connect your merchant account with a Payment Processor to receive payments from Customers through the Platform. You acknowledge and agree that the Payment Processor, and not us, processes Customer payments, and that you are solely responsible for your merchant account and all related transaction fees, chargebacks, refunds, reversals, disputes and compliance with the Payment Processor’s terms.
9.3Any payment processing fees, transaction fees or other amounts charged by us in connection with payment gateway functionality or payments processed through the Platform are non-refundable, including where the relevant Customer payment is refunded, reversed, charged back or otherwise disputed.
9.4Unless otherwise specified in this Agreement, you may not set-off or withhold any amount payable to us under this Agreement.
9.5Where applicable, we will invoice you for the Fees in accordance with the invoicing frequency set out in the Key Details, or as otherwise agreed in writing between the parties.
9.6You must pay each invoice within 30 days of the date on which you receive that invoice.
9.7If you, in good faith, dispute any Fees or other amount contemplated by this Agreement that is payable or available, you may withhold the disputed amount until the dispute has been resolved with us. However, you must pay any undisputed amounts.
9.8Clause 9.7 is not applicable to disputes which relate to payments processed through your merchant account (including Customer refunds). Instead, you are responsible for resolving the dispute and indemnify us for any loss we suffer in connection with such disputed claims (such as Customer refunds), except to the extent the dispute is caused by our negligent act or omission or breach of this Agreement.
10.1We retain and do not assign to you any Intellectual Property Rights (including future Intellectual Property Rights):
(a)in the Services;
(b)in the Platform;
(c)in Our Material; and
(d)in any derivative work of, or developments or enhancement to, anything set out above resulting from this Agreement or any Intellectual Property Rights otherwise created by us in the performance of the Services or provision of the Platform (including any white label versions of the Platform or other deliverables created for you as part of the Services, but not including Your Materials),
(Our Intellectual Property).
10.2If you modify or enhance Our Intellectual Property (or cause any of Our Intellectual Property to be modified or enhanced) in any way, you assign to us all Intellectual Property Rights in those modifications or enhancements immediately from creation.
10.3You warrant that you will only use Our Intellectual Property Rights in accordance with this Agreement or as otherwise directed by us.
10.4Subject to clause 10.1, you retain all Intellectual Property Rights in Your Materials.
10.5You grant us a perpetual, worldwide, non-exclusive, sub-licensable and royalty-free licence to use, reproduce, modify, adapt, disclose and transmit to third parties Your Materials for the purpose of us supplying the Platform and Services (including, if applicable, a white label version of the Platform) in accordance with this Agreement, and you warrant and represent that you have and will maintain sufficient rights to provide us with this licence.
11.1Each party must:
(a)keep the other party’s Confidential Information secret and confidential;
(b)only access, use, disclose or reproduce the other party’s Confidential Information for the purpose of this Agreement or otherwise as permitted under any other provision of this Agreement; and
(c)take all steps reasonably necessary to safeguard the other party’s Confidential Information from unauthorised access, use or disclosure.
11.2A party must not disclose the other party's Confidential Information to any person except:
(a)as permitted or authorised by any other provision of this Agreement;
(b)to its Personnel on a ‘need to know’ basis provided those persons are bound by confidentiality obligations similar to those set out in this Agreement;
(c)with the other party's written consent; or
(d)if required by Law.
11.3All Data collected by us from Customers using the Platform will form part of our Confidential Information.
11.4All Data collected by us relating to the provision, use and performance of the Platform and Services (System Derived Data) will form part of our Confidential Information. We may use this System Derived Data to improve and enhance the Platform and Services and for other development, diagnostic and corrective purposes in connection with the Platform and Services.
12.1We may receive data from Customers in connection with their use of the Platform and our services pursuant to an agreement between us and them. Such data from Customers is included in our Data. As between us and you, all rights in the Data are owned by us.
12.2We agree to provide you a limited, non-transferable, non-sublicensable, licence to use the elements of the Data we reasonably consider necessary for the purpose of accessing and using the Platform and Services, including the Platform features, in accordance with the terms of this Agreement. This does not give you a right to access or receive all or any particular part of our Data or to access or use Data in a manner that is inconsistent with a Customer’s privacy settings.
12.3To the extent that any Personal Information is contained in the Data that we provide to you, you must:
(a)only collect, store, access, use, process, disclose or otherwise deal with such Personal Information:
(i)to the extent reasonably required for you to access and use the Platform and Services, including the Platform features; and
(ii)in accordance with all applicable Laws, including Privacy Laws and Spam Laws;
(b)not disclose, transmit or transfer such Personal Information outside of Australia, or allow persons outside of Australia to have access to that Personal Information, except as disclosed in your privacy policy;
(c)take all necessary steps to ensure that such Personal Information is securely stored and is protected against misuse, corruption, loss, unauthorised access, modification, interference, deletion or disclosure, including by implementing and maintaining appropriate technical and organisational measures;
(d)not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause us to breach or be taken to breach the Privacy Laws; and
(e)upon request, provide reasonable assistance to us in the event that a Customer exercises their rights under the Privacy Laws, or a query or investigation is commenced by a governing body.
12.4You own all rights in Your Data.
12.5You grant us a perpetual, worldwide, non-exclusive, sublicensable and royalty-free licence to use Your Data for the purpose of us supplying Platform and Services to you in accordance with this Agreement, and to:
(a)facilitate your access and use of AI Features, Third-Party Services and other third party products and services;
(b)collect, use and disclose Personal Information contained in Your Data (including Personal Information of your Customers) in accordance with our Privacy Policy;
(c)aggregate Your Data to improve the performance and nature of our Services;
(d)analyse Your Data for various market researching purposes (including benchmarking and product analysis); and
(e)any other purpose for which you have consented to from time to time,
and you warrant and represent that you have the right to provide that licence.
12.6Clause 12.7 applies if:
(a)there is any unauthorised access to, or unauthorised disclosure of, any Customer Personal Information held, controlled, or processed by you; or
(b)any Customer Personal Information held by you is lost in circumstances where unauthorised access to, or unauthorised disclosure of, Customer Personal Information is likely to occur,
(a Data Breach).
12.7If, during the Term, you become aware of a Data Breach, you must:
(a)notify us in writing as soon as you become aware of such Data Breach;
(b)as soon as reasonably practicable:
(i)undertake an investigation to determine the extent to which the Data Breach concerns any Customer Personal Information; and
(ii)provide the results of the investigation to us in writing, including the details of, and the circumstances giving rise to, the Data Breach and any additional information requested by us in relation to the Data Breach;
(c)immediately take all necessary steps to:
(i)remedy such Data Breach; and
(ii)prevent or mitigate any consequences, including any serious harm (as referred to in the Privacy Act) to any affected individuals;
(d)comply with all our directions in relation to the Data Breach; and
(e)not make any public statement, communication or announcement in relation to the Data Breach without our prior written approval.
13.1You acknowledge and agree that, subject to clause 13.2:
(a)we may change or refine any feature or functionality of the Platform, or substitute an alternative for any part of the Platform, provided that the Platform retains at least its basic functions, and that the overall performance of the Platform is not detrimentally affected; and
(b)all inclusions and functionality of the Platform are otherwise determined by us from time to time.
13.2If we make any change to the Platform that is likely to:
(a)have a material detrimental impact on you or on your business;
(b)detract from a core function of the Platform; or
(c)detrimentally affect the overall performance of the Platform in a material way,
then:
(d)we will notify you of that change; and
(e)you may terminate this Agreement by written notice to us within 30 days of the notice contemplated in clause 13.2(d). If, within 30 days of the notice contemplated in clause 13.2(d), you fails to notify us that you do not agree with the change and wishes to terminate this Agreement, then you will be deemed to have accepted the proposed change to the Platform.
14.1Subject to clauses 14.2, 14.3, 14.4 and 14.7, each party’s liability to the other party in any Contract Year for any loss or damage that the other party suffers or incurs in connection with this Agreement is limited to the:
(a)Fees paid by you in connection with that Contract Year; or
(b)if you are supplied the Platform and Services through an Authorised Reseller, $100.
14.2Subject to clauses 14.4 and 14.7, neither party are liable to the other party for any Consequential Loss howsoever caused that the other party suffers or incurs in connection with this Agreement.
14.3You are responsible for all activity that occurs on or through your account, whether or not authorised by you, except to the extent caused by our wilful misconduct, breach of this Agreement, negligence or unlawful act or omission.
14.4Nothing in this Agreement limits a party’s liability for:
(a)fraudulent or unlawful acts or omissions;
(b)a breach of an obligation of confidentiality; or
(c)your liability under the indemnity in clause 14.8.
14.5The liability of a party (including under an indemnity) for loss or damage sustained by the other party will be reduced proportionately to the extent that the loss or damage was caused or contributed to by the other party’s failure to comply with its obligations under this Agreement, or negligence, wrongful act or wrongful omission of the other party or its Personnel.
14.6Each party must use reasonable efforts to mitigate its loss or damage arising out of, or in connection with, this Agreement.
14.7If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by us in connection with this Agreement and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 14.1 and 14.2 do not apply to that liability and instead our liability for such failure is limited to (at our election):
(a)in the case of a supply of goods, replacing the goods or supplying equivalent goods or repairing the goods; or
(b)in the case of a supply of services, supplying the services again or paying the cost of having the services supplied again.
14.8You are liable for, and indemnify us from and against, all loss or damage (including reasonable legal costs) that we incur or suffer in connection with:
(a)any breach of clauses 4, 10, 11 or 12 by you or your Personnel;
(b)any wilful misconduct, or fraudulent or illegal act or omission by you or your Personnel;
(c)personal injury or death of any person, or loss of or damage to any tangible property, in connection with your use of the Platform or Services;
(d)the provision of Your Services, or any other goods or services provided by you, to a Customer; and
(e)any claim made by a third party against us alleging that our use of Your Data or Your Material in accordance with this Agreement infringes a party’s rights (including Intellectual Property Rights).
15.1We reserve the right to immediately limit, suspend or cancel your Services if:
(a)you do not pay us all undisputed Fees due for your Services within 14 days of us notifying you of the non-payment;
(b)a third party supplier who supplies a service necessary to support the Platform or Services (in part or in whole) ceases to supply that service to us; or
(c)you are supplied the Platform and Services through an Authorised Reseller and our agreement with the Authorised Reseller is terminated for any reason.
15.2For clarity, if we exercise our right to suspend in clause 15.1, we will only exercise such right until we are reasonably satisfied the relevant issue giving rise to that right has been rectified.
15.3A party may terminate this Agreement by written notice to the other party if:
(a)the other party commits a material breach of this Agreement and does not remedy that breach within 30 days of receiving written notice from the party requiring it to do so; or
(b)an Insolvency Event occurs in relation to the other party,
in which case this Agreement terminates immediately on giving of the notice to terminate (subject to applicable Laws).
15.4We may terminate this agreement at any time by giving 90 days’ written notice to you.
15.5On termination or expiry of this Agreement:
(a)accrued rights or remedies of a party are not affected;
(b)each party must deliver to the other party any Confidential Information and Materials or other property of the other party in that party’s care, custody or control;
(c)you must pay us any Fees for Services performed up to the date of termination or expiry;
(d)you are not entitled to any full or pro-rata refund of any Fees paid to us under this Agreement; and
(e)any right or licence granted to you under this Agreement ceases immediately, and you must stop using the Platform.
15.6Termination or expiry of this Agreement will not affect clauses 10, 11, 12, and this clause 15.6 or any provision of this Agreement which is expressly or by implication intended to come into force or continue on or after the termination.
16.1Terms used in this clause 16 but not defined in clause 19 have the meaning given to those words in the GST Act.
16.2All consideration to be paid or provided under this Agreement is expressed exclusive of GST unless otherwise stated.
16.3If GST applies to a supply made under this Agreement and the consideration for that supply is expressed exclusive of GST, the recipient must pay to the supplier an additional amount equal to the GST payable on the supply (GST Amount). The GST Amount is payable at the same time that the first part of the consideration for the supply is to be provided. However, this clause 16.3 will not apply if the GST on the supply is reverse charged and payable by the recipient.
16.4Despite anything to the contrary in this Agreement, the recipient is not obliged to pay the GST Amount until it has received from the supplier a tax invoice or adjustment note (as the case may be).
16.5If an adjustment event arises in respect of a supply to which clause 16.3 applies, the GST Amount must be adjusted to reflect the adjustment event and a payment must be made by the supplier to the recipient, or by the recipient to the supplier, as the case may be.
16.6If a party is entitled to be reimbursed or indemnified for a cost or expense under this Agreement, the amount to be reimbursed must be reduced to the extent that the party (or the representative member for a GST group of which that party is a member) is entitled to an input tax credit for the cost or expense.
16.7Subject to clause 16.3, the parties must each pay all taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed or levied in Australia or overseas in connection with their respective performance of this Agreement.
17.1If you are supplied the Platform and Services through an authorised partner of us (Authorised Reseller), you must pay the relevant fees either to us directly under this Agreement or to the Authorised Reseller in accordance with the agreement between you and the Authorised Reseller, as specified in the Key Details.
17.2Where fees are payable to the Authorised Reseller, if your relationship with the Authorised Reseller ceases for any reason during the Term, your continued use of the Platform and Services is subject to you paying Fees:
(a)directly to us, in which case we will notify you of the applicable Fees and payment terms and your continued use of the Platform and Services after that notice constitutes acceptance of those Fees and payment terms; or
(b)through another Authorised Reseller approved by us.
17.3Authorised Resellers are not authorised to modify our terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set out in this Agreement.
18.1A party will not be:
(a)in breach of this Agreement as a result of; or
(b)liable to the other party for,
any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event.
18.2The laws of Queensland, Australia govern this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
18.3You acknowledge and agree that:
(a)you may not assign your rights or obligations under this Agreement without our prior written consent; and
(b)we may assign or transfer our rights or obligations under this Agreement without your consent.
18.4If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this Agreement in the relevant jurisdiction, but the rest of this Agreement will not be affected.
18.5This Agreement supersedes all previous agreements about its subject matter. This Agreement embodies the entire agreement between the parties.
18.6A right under this Agreement may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in the waiver.
18.7This Agreement may be signed in any number of counterparts. All counterparts together make one instrument.
19.1In this Agreement:
Agreement means the documents agreed by both parties as set out in clause 1.
Authorised Reseller has the meaning given in clause 17.
Bankruptcy Act means the Bankruptcy Act 1966 (Cth).
Commencement Date means the commencement date specified in the Key Details.
Confidential Information of a party means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure (and includes in particular the Documentation and all of the Intellectual Property Rights associated with the Platform or Services as disclosed or provided to you by us pursuant to this Agreement), but excluding:
(a)information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
(b)information developed independently of this Agreement by that party.
Consequential Loss includes any indirect, special or consequential loss (being a loss that does not arise naturally, that is, according to the ordinary course of things, whether or not the parties were aware of the possibility of such loss), and any loss of revenues, loss or corruption of data, loss of reputation, loss of profits, loss of bargain, loss of actual or anticipated savings, or lost opportunities (including opportunities to enter into arrangements with third parties).
Contract Year means the Initial Term or the relevant Rollover Period (as applicable).
Corporations Act means Corporations Act 2001 (Cth).
Customer means a customer of yours who obtains services from you or receives communication from you via our Platform or as otherwise defined in the Schedule.
Customer Personal Information includes any Personal Information of your Customers or prospective Customers.
Data means all information, in whatever form, provided to or created or obtained by us in connection with the Platform or the Services (except Your Data), including any Personal Information about a Customer, and any text, images, animations, sound or video recordings, works and other content included or proposed for inclusion in any communications arising from the Services.
Data Breach has the meaning given to it in clause 12.6.
Documentation means our then current published guides, manuals and online help for the Platform available at Our Website, release notes and other technical documentation notified to you by us, as amended from time to time.
Eligible Customer means a Customer that has purchased Your Services.
Eligible Data Breach has the meaning given by Division 2 of Part IIIC of the Privacy Act.
End User Agreement means the terms of use which apply to Customers use of the Platform published on our Website, as amended from time to time.
Fees mean the fees for the Platform and Services, including any payment processing or transaction fees, as specified in the Key Details.
Force Majeure Event means any occurrence, event or omission outside a party’s control and, and includes any of the following: a physical natural disaster including fire, flood, lightning or earthquake; war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law; epidemic or quarantine restriction; ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency; law taking effect after the date of this agreement; disruption or unavailability of the internet; strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors; and failure of any of our third party service providers to provide services, including hosting services.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Initial Term mean the initial term specified in the Key Details.
Insolvency Event means any of the following events:
(a)a controller (as defined in the Corporations Act) is appointed to the party, or over any of the property of the party;
(b)the party becomes bankrupt;
(c)a controlling trustee is appointed to the party, or over any of the property of the party;
(d)a provisional liquidator or receiver is appointed to the party;
(e)the party or the party’s property becomes subject to a personal insolvency arrangement under part X Bankruptcy Act or a debt agreement under part IX Bankruptcy Act;
(f)the party becomes insolvent (as defined by the Corporations Act) or is otherwise unable to pay its debts when they become due and payable;
(g)the party ceases to carry on business; or
(h)any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Any event that takes place as part of a solvent reconstruction, amalgamation, merger, or consolidation, on terms approved in writing by the other party beforehand and in compliance with those terms is excluded from this definition.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of those rights.
Laws means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, or decisions and awards of any court or competent authority or tribunal from time to time in force.
Material includes software, source code, object code, designs, test cases, documents (including the Documentation), equipment, reports, technical information, customer lists, studies, plans, charts, drawings, calculations, tables, trade marks, logos, schedules and data stored by any means.
Our Intellectual Property has the meaning given to it in clause 10.1.
Our Materials includes:
(a)any Material that we provide or makes available to you via the Platform, Services or otherwise; and
(b)any Material you access or use in connection with the Platform.
Our Website means https://wayloop.app/au.
Payment Processor means the third-party payment processing provider made available through or integrated with the Platform from time to time, through which you may connect your merchant account to receive payments from Customers, including Stripe Payments Australia Pty Ltd (ACN 160 180 343), Airwallex (ACN 609 653 31) or any other provider notified by us from time to time.
Personal Information has the meaning given to that term by the Privacy Act.
Personnel includes employees, agents, directors and contractors.
Platform means the software platform (including all components thereof, and whether in the form of installable software or subscription based SaaS) we use to provide the Services to you pursuant to this Agreement.
Privacy Act means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.
Privacy Laws means:
(a)the Privacy Act;
(b)the Australian Privacy Principles (or APPs) contained in schedule 1 of the Privacy Act; and
(c)all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information.
Privacy Policy means the privacy policy which we publicise on at Our Website, as amended from time to time.
Related Body Corporate has the meaning given to that term by section 9 Corporations Act 2001 (Cth).
Rollover Period mean the relevant rollover period specified in the Key Details.
Schedules means any Schedules to this Agreement, which set out additional terms and conditions applicable to our Services.
Services means such of the services set out in the applicable Key Details and Schedules (if applicable).
Service Credits means the services credits set out in the Schedule.
Service Levels means the service levels set out in the Schedule.
Spam Laws means the Spam Act 2003 (Cth) and all other applicable laws, regulations, or binding codes relating to direct marketing.
Subscription Level mean the subscription level specified in the Key Details.
System Derived Data has the meaning given to it in clause 11.4.
Systems Requirements means all system, network and internet requirements for the Platform, as notified by us to you from time to time.
Term means the term contemplated by clause 2.
White Label Services means the provision of a version of the Platform with Your branding and brand identity incorporated for use by Eligible Customers, where the underlying Platform and technology are supplied and remain owned by Wayloop in accordance with this Agreement.
Your Data means all information provided to us or inputted into our Platform by or on behalf of you in connection with the Services, including such data that is Personal Information.
Your Materials means the data, information and other content or Material you provide to us through or in connection with your use of the Platform and Services, including your trade marks.
Your Services has the meaning given in the Key Details, and where Your Services are not specified in the Key Details, means the tour services provided by you to your Customers. Unless otherwise specified in the Key Details, Your Services do not include services provided by any of your related entities or other affiliated entities.
19.2In this Agreement:
(a)the meaning of any general language is not restricted by any accompanying example, and the words ‘includes,’ ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
(b)a reference to this Agreement includes the agreement recorded by this Agreement;
(c)no rule of construction applies in the interpretation of this Agreement to the disadvantage of the party preparing the document on the basis that it put forward this Agreement or any part of it; and
(d)a reference to a party is a reference to us or to you, and a reference to the parties is a reference to both us and you.