VenueNow

1. Introduction
1.1 These terms and conditions (Terms) govern the use by Venue Partners of the VenueNow Service and Platform. The VenueNow Service enables Clients to find and book Venue Space or Venue Services with Venue Partners (VenueNow Service).

1.2 The VenueNow Service is provided by Spare Group Pty Ltd (ACN 607 830 302) trading as VenueNow (collectively, we, us and our) to users. The users of the VenueNow Service may be:
(a) those who have available Venue Space and want to allow people to use that Venue Space (Venue Partners, you, and your); and
(b) an individual, organisation or company who is willing to pay a fee to use a Venue Space and the related Venue Service (Client).

1.3 To access and use the VenueNow Service as a Venue Partner, you need to agree to and comply with these Terms.

1.4 If you are accessing the VenueNow Service on behalf of a Venue Partner, you warrant that you are authorised to do so by that Venue Partner and to commit that Venue Partner to these Terms.

2 Definitions and Interpretation
2.1 In these Terms, the following meanings apply:

Client Event means a Venue Service provided by a Venue Partner to a Client.

Direct Enquiry means any written enquiry you receive directly from a potential Client containing details of a proposed Client Event.

Dispute means any dispute which arises out of, or relates to, the Venue Space or these Terms, including without limitation, the entry into, breach, termination or validity of these Terms.

Enquiry means an enquiry received by us from a potential Client, containing details of a proposed Client Event.

Final Spend means the total spend by the Client on any Room Hire, accommodation, food and beverage provided by the Venue Partner in respect of the Client Event as calculated at the conclusion of the Client Event. Third party services such as security or AV procured by the Venue Partner for the purpose of the Client Event are excluded. For Venue Partners who don't own, lease or have exclusive rights to a Venue Space, Room Hire may be excluded from the Final Spend upon written confirmation by us.

GST means a goods and services tax imposed by or through A New Tax System (Goods and Services Tax) Act 1999.

Guidelines means any policy, procedure or guidelines which we make available on the Platform from time to time.

Event Spend means the amount set by the Venue Partner for use of its Venue Services to the Client in relation to the Client Event.

Indirect Loss means any Loss which does not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).

Intellectual Property Rights means any intellectual property right at any time protected by statute or common law in Australia or elsewhere in the world and whether registered or unregistered, including copyright, trade marks, patents and registered designs.

Law means any Commonwealth, State, Territory or local government legislation in force in Australia, including regulations, by-laws, declarations, ministerial directions and other subordinate legislation, and the common law in Australia.

Loss includes any liability, damage, costs (including legal costs on a solicitor and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.

Offline Booking means a booking made by a Client off the Platform for Venue Services.

Online Booking means a booking made by a Client directly on the Platform for Venue Services.

Platform means the VenueNow platform available at https://venuenow.com or such other sites operated by Spare Group from time to time and includes Spare Group’s application and any computer software (including source code) or a smartphone or tablet application Spare Group publishes which allows you to access and use the Services.

Premium Listing means a featured Venue Space listing advertised on the Platform for an additional fee as per clause 5.1. You may opt into the Premium Listing program at anytime by completing a Premium Listing sign up form as provided by VenueNow.

Room Hire means the any Venue Space that is offered by a Venue Partner to a Client for the purpose of a Client Event.

Commission Fee has the meaning given to it in clause 5.1.

Venue means the property that houses the Venue Space.

Venue Services means the provision of room hire, accommodation, food, beverage and other services in conjunction with the Client Event.

Venue Rules means any rules, terms and conditions prescribed by Venue Partners in connection with the provision of the Venue Services.

Venue Space means any space made available by a Venue Partner for booking.

2.2 In these Terms, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) a reference to a party includes its successors and permitted assigns; and
(d) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.

3 Your Obligations
3.1 You are solely responsible for the provision of any Venue Services to Clients. We have no obligation to Venues or to Clients other than the provision of the Platform.

3.2 You are responsible for ensuring that your Venue and any Venue Services is suitable for the purpose for which you make it available for use by Clients and ensuring that it will not cause any work, health or safety issues for Clients.

3.3 You may select the Offline Booking or Online Booking method for each Venue Space, under which:
(a) Offline Booking method: this method allows a Client to book a Venue Space and Venue Services directly with a Venue Partner using our VenueNow Services. We will contact the Venue Partner to obtain a quote, proposal or other relevant information as required on behalf of the Client.
(b) Online Booking method: this method allows Clients to book a Venue Space or Venue Services directly on the Platform. The Venue Partner may accept or reject the request at their discretion.

3.4 If you select the Online Booking method, you agree:
(a) when a Client books and pays for a Venue Service through the Platform, an agreement will come into existence between the Client and the Venue Partner (V&G Terms). That agreement contains terms and conditions which is available at https://venuenow.com/terms-and-conditions;
(b) you are bound by the terms and conditions prescribed within the V&G Terms;
(c) a booking for the Venue Services is confirmed when the Client receives a confirmation email that the booking has been confirmed by the Venue Partner. The booking confers on the Client a licence to access and use your Venue Space for the period specified in the booking. In this period, you must allow the Client to access and use the allocated Venue Space and it’s related Venue Services without interference and interruption. Your obligations to the Client are no different to those that you would have had you hired, leased or rented your Venue Space on a more formal or direct basis to the Client;
(d) permit us to promote the use of your Venue Services and manage the Client's bookings through the Platform, including the invoicing and collection of monies payable by the Client in respect of their use of your Venue Services. This permission commences on the date you register as a Venue Partner on the Platform and ends when your registration as a Venue Partner ceases;
(e) you will pay the Commission Fee and any other fees we charge as per Clause 5.1; and
(f) permit us to invoice and collect, on your behalf, the Event Spend chargeable by you and payable by a Client in respect of your Venue. We will also invoice you for the Commission Fee which you are required to pay to us.

3.5 If you have offered to provide the Client with Venue Services, you must provide those services as promised in a timely and professional manner.

3.6 The Event Spend and Final Spend must be the equivalent if the Client had enquired and booked directly with your Venue.

3.7 You must comply with the Guidelines published on the Platform, including but not limited to, the VenueNow Privacy Policy (which can be accessed here: https://venuenow.com/privacy-policy). We may terminate or suspend your registration if you fail to comply with our Guidelines.

3.8 You must:
(a) comply with all applicable Laws when using the Platform and providing the Venue Services; and
(b) bear all costs and expenses related to your use of the Platform and provision of the Venue Services to Clients.

3.9 You must notify the Client prior to booking if you do not want the Client to photograph or take any image or representation of the Venue Space while using the Venue Space.

3.10 You grant to us a royalty-free, non-exclusive licence to use your name together with your images and other information in your profile on the Platform for the purpose of:
(a) promoting you on the Platform while you are a Venue Partner;
(b) offering your Venue Services to potential Clients; and
(c) general marketing of the Platform and our business.

3.11 During and for a period of 12 months following when you cease being a Venue Partner you must not without our prior written consent:
(a) adversely interfere with the relationship between us and our Clients, clients, employees, contractors or suppliers; or
(b) induce or help to induce an employee or contractor of ours to leave their employment or terminate their contract.

3.12 If requested by us, you must provide to us at your expense, the following:
(a) your Australian Business Number (ABN) or Australian Company Number (ACN);
(b) your bank account details (for Online Booking and payments only);
(c) evidence that your Venues are covered by public liability insurance; and
(d) where applicable, any details of your position within your organisation and evidence that you have authority from your organisation to register on the Platform.

3.13 You warrant that all information so provided and any information provided when you register as a Venue Partner, is true, accurate and complete and you have the authority to provide such information.

3.14 We reserve the right to modify or remove any information which you provide on the Platform where we reasonably form the view that such information is not suitable or appropriate for the Platform.

3.15 You must not, in relation to your use of the Platform or VenueNow Services:
(a) impersonate others;
(a) misrepresent your affiliation with others;
(b) create a profile for a Venue Space that you are not authorised to represent;
(c) share log in details and passwords to any person that is not an employee, officer or otherwise affiliated with the Venue Partner;
(d) interrupt or attempt to negatively impact or alter the operation of the Platform in any way;
(e) engage in any other practices which may adversely affect the credibility or reputation of the Platform and/or us;
(f) use the Platform in a way that violates applicable Laws, that violates the Intellectual Property rights or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
(g) reverse engineer, decompile or disassemble the Platform or use the Platform to develop a solution that is the same or substantially similar to the Platform;
(h) use any automated device, software, process or means to access, retrieve, scrape, or index our Platform or any content on our Platform;
(i) except as permitted under this agreement, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or re­sell any information, content, software, or materials made available through the Platform; or
(j) engage in any misleading or deceptive conduct or any other conduct that would contravene the Australian Consumer Law.

3.16 We reserve the right, at all times, to refuse to accept your registration as a Venue Partner or the promotion of a particular Venue Space on the Platform where we reasonably form the view that you or your Venue Space is not suitable for the Platform or VenueNow Service.

3.17 We will share your name (as a Venue Partner), contact person’s name, email address, physical address, access details of the Venue Space and phone number with the Client, in respect to the Enquiry or booking, to enable you to provide the Venue Services to the Client.

3.18 If you receive a Direct Enquiry in writing prior to us receiving the Enquiry or providing the VenueNow Service to a Client, you will not be liable to pay the Commission Fee. At our reasonable discretion, we may request written evidence, including a written timestamp, that the Direct Enquiry was received prior to us receiving that Enquiry.

3.19 You will keep us informed of any changes to the date of the Client Event within 72 hours of confirmation of such change.

4 Our Obligations
4.1 We may, at any time, enhance and/or alter the features of the Platform or VenueNow Service at our sole discretion and with or without notice to you.
4.2 If you choose to use Online Bookings, we will engage a reputable third-party online payment facilitator to enable a Client to pay for the Venue Services without us storing their financial details. In order to receive payment, we will set up an account on your behalf with the third-party online payment facilitator as it will be through this account that we pay amounts owed to you.
4.3 We are not responsible for and make no promise about the quality of the payment facilitator or the benefit to be derived from use of the payment facilitator’s services.

5 Payment and Fees
5.1 At our reasonable discretion, we may impose the following fees:
(a) A Commission Fee paid by the Venue Partner to us. This is equal to 10% of the Final Spend by the Client on any Room Hire, accommodation, food and beverage provided by the Venue Partner in respect of the Client Event as calculated at the conclusion of the Client Event. Third party services such as security or AV procured by the Venue Partner for the purpose of the Client Event are excluded; or
(b) A Premium Listing Fee paid by the Venue Partner to us for the promotion of a Venue Space listing on our Platform. If the Venue Partner opts in to this program, this fee is 5% of the Final Spend in addition to the Commission Fee. This fee will apply for any Client Events where the Enquiry is obtained during the period the Venue Partner is apart of the Premium Listing program.
(c) A Late Fee paid by the Venue Partner to us for any invoices overdue by 14 days or more. This is calculated as 10% of the total overdue amount. If an invoice is overdue by 28 days, an additional Late Fee will be charged and will continue to apply every 28 days until the funds is received by us; or
(d) A Service Fee paid by the Client to us for the use of the Online Booking functionality on the Platform (Service Fee). This ranges from 1-3%, however, may be modified from time to time.

5.2 You must comply with the following fee terms (Fee Terms):
(a) All invoices are to be paid within 21 days from issue;
(b) At our discretion, we may reasonably request written confirmation and evidence of the Final Spend;
(c) All fees are GST inclusive;
(d) Unless authorised by us in writing, you must keep the details and the amount of the Commission Fees for the Services confidential and you must not disclose the Commission Fee to a Client, or, charge a Client a separate amount representing any Commission Fee payable by the Venue Partner to us for the VenueNow Services;
(e) If the Client pays us any monies in relation to the Client Event, including but not limited to deposits, you authorise us to deduct the Commission Fee from the monies we collect on your behalf from the Client;
(f) You acknowledge that we will not be liable in the event that the Client does not make payment for the Client Event; and
(g) In the event the Client Event is cancelled, or the Client fails to make payment of the Final Spend within 14 days of the conclusion of the Client Event, the Commission Fee will be calculated based on the monies collected to date by the Venue Partner.

6 Insurance
6.1 We do not guarantee the obligations of Clients and it is your responsibility to maintain insurance in respect of a Venue Space in the event that damage is caused by Clients to your Venue Space.

6.2 You must effect and maintain public liability insurance in respect of your Venues for an amount that is no less than the minimum statutory amount required in the jurisdiction where the Venue is located.

6.3 You are responsible for making true, accurate and complete disclosure to your insurer in relation to the use of the Venue Space for which you are obtaining insurance. You are responsible to pay any excess/deductible under the insurances it effects. You must not do or allow anything which would prejudice any of your insurances or cause them to be terminated.

7 Liability Limitation and Indemnity
7.1 We are not responsible for any communication, interaction or relationship between you and any other users of the Platform, (including a Client) whether or not it occurs on the Platform or by another means. The relationship between you and the Client is also governed by the VP&G Terms.

7.2 Terms, conditions and warranties implied by Law which cannot be excluded, restricted or modified apply to these Terms to the extent required by Law.

7.3 Subject to clause 7.2, we are not liable for any Loss suffered or sustained by you or a Client in connection with the provision of the Platform:
(a) whether arising as a result of breach of contract, in tort (including negligence) or under statute; and
(b) whether or not arising pursuant to an indemnity in these Terms.

7.4 Neither party will be liable to the other party (or any other person) for any Indirect Loss arising from a breach of these Terms or otherwise in connection with the provision of the Platform.

7.5 You agree to indemnify, defend and hold us (and each of our officers, employees and agents) harmless against any Loss incurred or arising in respect of:
(a) the death or illness of, or personal injury to, any individual in connection with your use of the Platform or VenueNow Service; or
(b) the loss or destruction of, or damage to, any tangible property or any person in connection with your use of the Platform or VenueNow Service, except to the extent such Loss arises from our wilful misconduct.

8 Termination and Suspension
8.1 You may terminate registration as a Venue Partner at any time by giving to us 14 days’ written notice as per Clause 9.1. If a Venue Space has already been booked by a Client at the time you give notice of termination, we will not close your account until the end of the last booking under your account.

8.2 We may terminate or suspend your account at any time by giving written notice to you at our own discretion.

8.3 In the event that we or the Platform cease operation for any reason (Closure) we will give you as much notice as is practicable and will refund monies we have received for bookings and will have no liability to:
(a) a Venue Partner for a booking that may have been received but does not result in use of the Venue Space as a result of the Closure; or
(b) a Client who may not be able to use the Venue Space they have booked.

9 Communications
9.1 If you wish to communicate with us about the Platform, termination or your experience as a Venue Partner, you may do so by contacting us by email at venue@venuenow.com

10 Updates to these Terms
10.1 We may change these Terms at any time and provide you with reasonable notice of such changes.

10.2 If you access the Platform following any amendment to these Terms you will be taken to have agreed to comply with the amended Terms. If you do not agree with changes to the Terms, you can choose to close your account with us in accordance with Clause 8.1.

11 General
11.1 You are not entitled to take the benefit of any ideas, suggestions, enhancement requests, recommendations or other feedback provided by you to us in connection to the Platform.

11.2 The Intellectual Property Rights in the Platform and any other information or materials that are supplied by us to you in connection with your use of the Platform remain the exclusive property of us and our third-party licensors.

11.3 We reserve the right to monitor your use of the Platform for the purpose of ensuring that the Platform is functioning as we intended and that users are complying with these Terms.

11.4 Each party must (at its own expense) do all things as the other party asks as may be reasonably required or necessary to give the other party the full benefit of any obligations owed to the other party and expressed in these Terms.

11.5 The rights and obligations in clauses 3.10, 3.11, 3.12, 5, 7, 8, 9 and 11 will survive the termination or expiry of these terms and conditions.

11.6 All or any part of these terms and conditions that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions.

11.7 These Terms are governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales in connection with all matters concerning these Terms.