PLANET NOW PTY LTD STANDARD PARTNER TERMS AND CONDITIONS

Terms & Conditions Summary:

  1. Upon signing this form your are giving Planet the rights to advertise a Deal for a minimum of 12 Months. As the Partner, you have the ability to update the deal offer with another deal of similar value at any time during the 12 months. Please ensure all details on this form are correct as it will be used to push the deal live without further notice.
  2. It is your duty as the Merchant to honour these coupons as per the terms and conditions stated.
  3. Payment is 50% within 14 days and the remainder every 30 days (EOM) for the total amount redeemed at that time. This allows for funds to clear and any charge backs or refunds.

RECITALS

  1. The Partner sells the service or goods described under the Deal, Highlights and Conditions section of the attached Booking Form (‘the Service”).
  2. Planet Pty Ltd (‘Planet’) will promote the Service on the Website and sell vouchers which are redeemable for the Service.
  3. The Partner will honour all vouchers presented subject to the terms and conditions of this Agreement.
  4. Definitions In this Agreement, where the context permits, and unless the contrary intention appears, the following words and expressions shall bear the following meanings:

    “Agreement” means these standard Partner terms and conditions, inclusive of the annexed Booking Form;
    “Booking Fee” refers to the cost per Deal per customer retained by Planet for promoting the Deal;
    “Booking Form” means the Booking Form annexed to this Agreement;
    “Content” means any and all data, text, software, images, audio or video material relating to the Service delivered to Planet by the Partner pursuant to this Agreement;
    “Customers” means all Planet customers that purchase the Deal;
    “Partner” means the company described as the Partner as in the Booking Form and includes their respective affiliates and related bodies corporate;
    “Deal” means the Partner’s offering of certain goods and/or services to Planet customers at a specified discounted cost as per the Booking form;
    “Deal website ” means any person or corporation engaged in the activity of selling or promoting goods or services, or both, via a collective buying, daily deal or deal aggregation website in Australia;
    “Offer Price” means the price per Service offered to Planet customers in the Booking Form;
    “Party” means any one of the Parties;
    “Min. Qty” means the minimum number of Orders under the heading ‘Min. Qty”, as shown in the Booking Form;
    “Selling Dates” means the dates on which the Selling Period(s) will commence;
    “Selling Period(s)” means the limited and fixed time periods wherein the Deal is promoted on the website;
    “Term” is the period of this agreement which is from the date of signature until either 12 months thereafter or when the maximum number of customers (as set out in the Booking Form) is reached, whichever is earlier;
    “Usual Price” is the Partner’s recommended retail price of the Service “Voucher” the unique numbered, printable, redeemable receipt of payment, for the Deal provided by email to the Customer that expires at the end of the Validity Period.
    “Validity Period” the vouchers’ period to expiry.
    “Redemption” is for service based deals, when the customer presents the coupon to consume to offer, whereas for product deal, redemption is when the physical goods are ship and the merchant gets a tracking receipt (proof of shipping), Redemption is not a user entering information into website to advise the merchant of their coupon number;
    “Website” means www.Planet.com and all other websites and marketing channels like email, Facebook pages belonging to or under the direct control of Planet PTY Ltd, its associates and affiliates.

IT IS AGREED as follows:

  1. The Parties’ Obligations
    1. Subject to clause 2 of this Agreement, the Partner grants Planet an exclusive licence to:
      1. promote the Deal as outlined in the Booking form to the public; and
      2. provide the customers email vouchers, which are redeemable for the Service as per the Deal.
    2. Planet will create and provide the Partner a preview of the website editorial outlining the Deal by emaill before the publication of the Deal on the website. The Partner will have 24 hours to do a fact check and give feedback. Planet will retain full editorial discretion with respect to all aspects of the editorial (including but not limited to pictures, headlines and text) and may alter any aspects of the aforementioned at any time without further notice to the Partner. Planet may further alter the Offer Price and Min Qty at its discretion.
    3. Planet, in its absolute discretion, will choose if, when and in which position on the Website (main, bonus or secret deal) it promotes the Service, subject to availability and the expectation of the Partner’s Deal success in comparison to other Partner Deals on offer.
    4. The Partner agrees to accept and fulfil the Deal up to the maximum number of customers stated in the Booking Form. Planet agrees not to deliver more customers than the maximum number. The Partner will mark off all customers who have redeemed their vouchers and fax/post/input online this redemption reconciliation to Planet monthly, over the Term or at Planet’s request, for monthly payment purposes.
  2. Partner Warranties
    1. The Partner warrants that it will honour all vouchers presented for redemption by supplying the Service to the full value of the Usual Price in exchange for each coupon presented during the redemption period and understands that in not doing so, it may cause Planet substantial promotional costs, monetary and reputational damage. If the deal is a product, full warranties and refunds will need to be issued from the merchant if the goods are damaged in transit, faulty or goods not as described on the deal.
  3. Non-Compete, Usual Price and Promotion Provisions
    1. The Partner will not, within three months of publication date, enter into a contract, arrangement or understanding to supply the same or similar Deal to any other Daily Deal website.
    2. The Partner will not, for three months from the latest Selling Date, promote or offer the same or similar Service or Deal at a lower price than the Usual Price stated in the booking form.
    3. In return for the Partner signing this Agreement and adhering to its terms and conditions - Planet, and subject to clause 1.3, in good faith will promote the Deal and in the process, the Partner, via an advertorial promotion on its website, a Wall post to the local Planet Facebook community and an email delivery to the local email subscriber base.
  4. Sales Report and Payment Terms
    1. Planet will provide the Partner with a Preliminary Deal Reconciliation, within 24 hours of the conclusion of each Selling Period or earlier if requested. The preliminary Deal Reconciliation will set out a list of all Planet customers that purchased the Deal.
    2. Planet will provide the Partner with a final Deal Reconciliation, 24 - 72 hours after the conclusion of each Selling Period. The Deal Reconciliations will set out the total Partner Share Revenue payable by Planet to the Partner and provide an Invoice Request.
    3. After the conclusion of the Selling Period, the Partner shall issue an invoice to Planet for the Partner Share Revenue payable to the Partner. Planet shall pay the Partner then as follows: 50% within 14 business days of receipt of the invoice and remainder at the end of each month once redemption is proven; For product deals where shipping to the customer is required, redemption is defined as shipping of the good to the customer and receiving a tracking receipt for the item. No tracking receipt, no valid redemption unless the customer has confirmed receipt of the goods.
    4. If a Deal expiry date has passed, then only those coupons redeemed will be paid. Physical proof of coupons received may be necessary required to ensure proof of redemption.
  5. Intellectual Property
    1. Planet may use, copy, display and distribute the Partner’s advertising and promotional material, and/or prepare derivative works of the Content, and/or incorporate the Content into other works in order to publish the Content, and/or promote the Service on the Website or through external mediums, at Planets absolute discretion.
  6. Indemnity
    1. The Partner indemnifies Planet against all loss, costs, expenses, actions or claims directly or indirectly incurred or suffered by Planet arising in relation to any information or Content provided by the Partner or as a result of any breach of this Agreement by the Partner. The indemnity extends to and includes all loss, costs, damages and expenses incurred by Planet in defending and/or settling any such loss, costs, expenses, actions, suits proceedings, claims or demands (including legal costs and disbursements on a full indemnity basis).
  7. Remedies
    1. The parties are entitled relief both at law and in equity; and remedies including (without limitation) injunctive relief and specific performance, in the event of any breach or anticipated breach of this Agreement, without having to prove any actual damage.
  8. Variations
    1. No variation or amendment to this Agreement will be effective unless agreed in writing and signed or agreed by reply email by both Parties.
  9. Governing Law and Jurisdiction
    1. This agreement is governed by the laws of the State of Western Australia, Australia. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Western Australia, Australia and waive any right to claim that those courts are an inconvenient forum.

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