General Service Providers Agreement
IN CONSIDERATION OF the matters described and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client - Grasshopper Travel, and the Contractor – Subscribing Business Member of Grasshopper Travel, (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Term Of Agreement
The contractor accepts that the client will provide to the contractor services as stated in this agreement for a minimum period of 5 years for the advertised fee as advertised at time of subscription, and agrees to provide these services at the Business Members subscription value (relating to the level of subscription purchased) as stated under the Business Services section of the clients website. The 5 year term will take effect at the time of production of the feature video.
The client agrees to provide the contractor with a dedicated web page promoting their business on the Grasshopper Travel website. This page will host business contact details, direct email and website links, a 1 minute promotion video (produced by the client), 1 to 5 images, a business description (text), Grasshopper Travel Club discounts if applicable, additional international video reviews for Premium Subscribers.
The client will make available to the contractor (via YouTube links) all edited promotional and review videos during the contractors’ valid membership. At time of production, an automatic Copy Right Clearance is activated for the contractor to access and use videos for their own commercial benefit to promote their business. This clearance becomes void if the contractor decides to not renew their subsription.
You acknowledge and agree that Grasshopper Travel acts as an agent and under this agreement are limited to promoting the Contractors products or services only. The contractor must provide all required business information or material to complete the subscription. The contractor must provide safe access to all areas of their premises that require filming during the production stage and provide any permits, assistance, or security measures at their own expense.
Once a completed subscription has been submitted, the contractor will be contacted by the clients Media Department to make arrangements to visit the business for filming purposes. Production is expected to take place generally within 3 months from the subscription date. Expected duration for onsite production is estimated to take between 3 to 4 hours.
The contractor must have a staff member present during production to assist the film crew with access to areas being filmed. The premises being filmed should be clean and ready prior to the production team arriving onsite. The contractor may wish to provide additional fill-in people during filming to ensure the site looks active on the video content. The client will have copyright clearance forms to complete for any fill-ins to protect the use of the content.
All video production, images, and voice obtained by the client remain the property of the client and are protected by Australian Copyright laws. As part of this agreement, the client will release the right for the contractor to use all edited productions relating to their business via a YouTube link from the clients YouTube channel. Videos may only be used by the contractor to directly market their products or services and can in no way be tampered with, re-edited, or forwarded to a third party without written consent by the client.
Grasshopper Travel Pty Ltd is of the opinion that the Contractor has all the necessary qualifications, experience, insurances, and abilities to provide services and protection to the Client. The Client includes members of the public to which the Client markets the services of the Contractor. The Contractor is agreeable to providing such services to the Client on the basis of the terms and conditions as set out in this Agreement.
Reimbursement Of Expenses
The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
Amendments And Renewal Of Agreement
The client and its contractors may re-negotiate any variances (including any price changes and special conditions), or a new agreement with 30 days prior written notice to the other party.
Termination Of Agreement
The terms of this Agreement will remain in full force and in effect unless subject to earlier termination. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days written notice to the other Party. The Contractor under this agreement agrees to accept and honor any valid travel vouchers that have been sold by the client and that may be in circulation up to the expiry date of any such voucher.
Confidential information refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Capacity / Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Ownership Of Intellectual Property
All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. The contractor acknowledges that the client is acting as an agent between the contractor and the consumer. The Client will not be held responsible to either the consumer or the Contractor in any capacity.
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all-outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Australian Capital Territory. The arbitrator's award will be final, and any court having jurisdiction within the Australian Capital Territory may enter judgment upon it.
The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Australian Capital Territory, without regard to the jurisdiction in which any action or special proceeding may be instituted.
The Parties agree to the content of all pages of this General Service Providers Agreement and any Services being provided including Special Conditions and Extras, and the contractor has executed this agreement by online payment of the Subscription Fee.
Grasshopper Travel Club Promotional Agreement
Grasshopper Travel will introduce the new ‘Grasshopper Travel Club’ programin 2017 to facilitate discounts for its Club Members. Our registered Business Members will be required to provide an on-the-spot discount or value added offer when customers present their Grasshopper ‘Travel Club Card’ at your business.
How it works:
Visitors to the Grasshopper Travel’s website will be able to view your product range and available discounts on offer set by you, including any special conditions you have stated. You may provide % discounts, $ value discounts, or value added offers for members for Travel Club Members
You will have the opportunity to set the conditions and the value of your discounts when subscribing, or you can login onto your business page hosted on the Grasshopper Travel website (Business Services section) and make changes as required throughout the year.
By accepting this promotion, you agree to supply Grasshopper Travel Club Members with your selected discount or offer for the duration of your membership with Grasshopper Travel. You also agree to affix and display 'Grasshopper Travel Club' welcome stickers and/or other promotion material as required and /or negotiated by Grasshopper Travel
Gift & Travel Voucher Promotions
Grasshopper Travel will facilitate the sale of open-dated vouchers for your products. Our voucher service will provide our members with access to a range of discounts and value added offers when purchasing a voucher online. Travel Club membership will be eligible for discounts advertised on our website or discounts negotiated between the client and the contractor.
To participate, travel-related suppliers are asked to provide agency commissions to Grasshopper Travel. Rates are to be negotiated between the client and the contractor prior to the Travel Club Program taking effect in 2017.
How it works:
Visitors to Grasshopper Travel’s website will be able to view your product range and purchase items at a discounted rate. Once paid, customers will receive an open-dated travel voucher, and you will be notified of every sale, automatically via email.
Customers will call your reservations team to set a date for their trip, at which point they will provide you with their voucher number, which will match the details within your confirmation email.
You can then claim vouchers online and you will be paid the net amount owed, automatically by EFT generally within 14 days.
Term Of Agreement
Gift and Travel Voucher terms & conditions will be provided to all members prior to the program taking effect.