Territory Discoveries 2011/2012 Wholesale Contract Terms and Conditions

This Wholesale Contract is for travel services provided 01 APRIL 2011 TO 31 MARCH 2012

TERMS & CONDITIONS

RECITALS

Territory Discoveries, a Government Business Division of Tourism NT (“Territory Discoveries”), owns and manages an online tourism reservation and pre-purchase service assisting tourists to purchase from a range of diverse products and services.
Territory Discoveries offers the Operator and the Operator accepts Territory Discoveries’ offer to list the Operator’s products and services in the Territory Discoveries Reservations System and participate in Territory Discoveries Wholesale Program commencing for travel 1 April 2011 until 31 March 2012.
The Operator’s products and services include one or more of the following services:

A Touring Service
An Accommodation Service; or
A Vehicle Hire Service

The parties agree that the following terms and conditions will apply to this Agreement.

1. DEFINITION

“Accommodation Contract document“ means the written agreement between Territory Discoveries and the Operator concerning the terms upon which the Operator will offer the Accommodation Service.
“Accommodation Service“ means the business of supplying accommodation to the public.
“Accredited“ and “Accreditation“ means to have a current accreditation with a Tourism Accreditation Australia Limited (TAAL) licensed program.
“Confidential Information” means any information or material relating to this Agreement provided by or for one party to the other party, including but not limited to:

any information that by its nature is confidential;
any information designated as confidential by the party by or for whom the information is provided; and
any information that the recipient of the information knows is confidential, but excludes:

any information which is part of the public domain at the time of disclosure or which becomes publicly available other than through a breach of this Agreement; or
any information which is already in the possession of a party at the date of disclosure from sources independent of this Agreement and without an obligation of confidence on the recipient of that information.

“Electronic Signature“ means any electronic imprint of a parties written signature howsoever applied by a person authorised to apply it by that party to an electronic document.
“Operator” means: the provider of tourism products and services as specified in “Step 2 Operator’s Details” section in the Tour Contract document, Accommodation Contract document; or the Vehicle Hire Contract document, as appropriate.
“Intellectual Property Rights“ means copyright, trade mark, design, patent, semiconductor or circuit layout rights.
“Participation Fee” and “Brochure Fee” means the amount Territory Discoveries will charge Operators for the purposes of promoting the Operator’s products and services either on the Reservations System website or in brochures as nominated, by tick box, in the “Step 1 Participation” section in the Tour Contract document, Accommodation Contract document; or the Vehicle Hire Contract document, as appropriate.
“Records” means any information created, received, and maintained as evidence and information by an organisation or person, in pursuance of legal obligations or in the transaction of business, and recorded information in any form (including data in a computer system) that is required to be kept by a public sector organisation as evidence of the activities or operations of the organisation, and includes part of a record and a copy of a record.
“Territory Discoveries Wholesale Program“ means the program developed by Territory Discoveries for the advertisement and distribution via the Reservations Systems and other publications of tourism product of Operators.
“Tour Contract document“ means the written agreement between Territory Discoveries and the Operator concerning the terms upon which the Operator will offer the Touring Service.
“Touring Service“ means the business of supplying tours to the public.
“Nett Rate” means: a rate (GST inclusive), which is a minimum of 25% below the rate offered direct to consumers.
“Reservations System“ means the computer systems, hardware and software operated by Territory Discoveries to advertise via the Website tourism products and services in the Northern Territory of Australia to the public.
“Vehicle Hire Contract document“ means the written agreement between Territory Discoveries and the Operator concerning the terms upon which the Operator will offer the Vehicle Hire Service.
“Vehicle Hire Service“ means the business of supplying vehicles for hire to the public.
“Website“ means the website operated by Territory Discoveries at www.territorydiscoveries.com/
“Wholesale Contract“ means the agreements referred to in clause 3.2.

2. INTERPRETATION

2.1 In this Agreement unless the context otherwise requires, a word which denotes:

the singular includes the plural and vice versa;
any gender includes the other genders;
a person includes an individual, a body corporate and a government entity; and
headings and sub-headings have been included for ease of reference only and this Agreement is not to be construed or interpreted by reference to such headings or sub-headings.

3. CONTRACTUAL DOCUMENTATION AND TERM

3.1 This Agreement is interdependent with and subject to the Operator entering with Territory Discoveries this Agreement and one of the following:
a.    a Tour Contract document;
b.    an Accommodation Contract document; or
c.    a Vehicle Hire Contract document
in accordance with clause 23 of this Agreement.
3.2 This Agreement and one of either the Tour Contract document, Accommodation Contract document and Vehicle Hire Contract will be interpreted together and be referred to herein as the Wholesale Contract.
3.3 The Wholesale Contract will terminate on 31 March 2012 unless otherwise terminated earlier in accordance with this Agreement;
3.4 In the event of any inconsistency between this Agreement and the Tour Contract document, Accommodation Contract document or Vehicle Hire Contract document (as the case may be) the terms of this Agreement will prevail.

4. RATES

4.1 The Operator and Territory Discoveries agree, in return for Territory Discoveries listing the Operator’s products and services for sale to customers on the Reservations System, that the Operator will charge Territory Discoveries the Nett rate, each time a sale is completed via the Reservations System. Territory Discoveries will charge customers who purchase the Operator’s products and services the rate (Gross) as specified in the Step 3 Overview section in the Tour Contract document, Accommodation Contract document; or the Vehicle Hire Contract document, as appropriate.
4.2 For the purposes of clause 4.1, the Operator and Territory Discoveries agree, that for a Vehicle Hire Service, the Operator will charge Territory Discoveries each time a sale is completed, the rate in accordance with that described in the Vehicle Hire Contract document, and Territory Discoveries will charge customers who purchase the Operator’s products and services via the Reservations System, the (Gross) rate in accordance with that described in Vehicle Hire Contract document.
4.3 Territory Discoveries permits the Operator to participate in the Territory Discoveries Wholesale Program expiring on 31 March 2012.

5. RATES AMENDMENTS AND REDUCTIONS

5.1 For the purposes of clause 4 of this Wholesale Contract, the Operator must provide Territory Discoveries with a rate being the price at which products will be advertised for sale to customers on the Reservations System, which is either equal to or lower than, the most competitive rate agreed to with other operators, agents, airlines or direct consumers in markets which Territory Discoveries products and services are available for sale.
5.2 The Operator must not amend or increase the rates for the services and products in connection with this Agreement, except where rate increases are necessary to accommodate an increase in government charges, effected during the term of this Agreement.
5.3 Where the Operator increases its rates, pursuant to clause 5.2, the Operator must notify Territory Discoveries of any such increase in writing.
5.4 The Operator may introduce rate reductions and special rates, subject to the Operator providing Territory Discoveries written notice.
5.5 For the purposes of clauses 5.2 and 5.4 Territory Discoveries will make the necessary price adjustments in the Reservations System as soon as possible following receipt of written notice from the Operator.

6. PAYMENT

6.1 The Operator agrees to accept all customers who have purchased the Operator’s products and services via the Reservations System, whether electronically generated or not.
6.2 Territory Discoveries will make payment to the Operator within 30 days of receipt of a Tax Invoice or an invoice, as appropriate, issued by the Operator, following completion of a customer’s use of products or services booked using the Reservations System, subject to Tax Invoices, or invoices, including the relevant passenger names, and Territory Discoveries full booking reference number (eg. NT012456), subject to clause 6.5.
6.3 For the purposes of clause 6.2 the Operator must send all Tax Invoices to :Accounts Payable, Territory Discoveries, PO Box 2532, Alice Springs NT 0871 or by email to: reservationaccounts@territorydiscoveries.com. Payment Enquiries Ph: (08) 8951 8401 Fax: (08) 8951 8613.
6.4 The Operator must pay Territory Discoveries all Brochure Fees nominated by the Operator for purchase in this Wholesale Contract, no later than 30 November 2010 and all Participation Fees nominated by the Operator for purchase in this Wholesale Contract, no later than 30 November 2010.
6.5 If the Operator has not paid Territory Discoveries by 30 November 2010, the Participation Fee and Brochure Fee as required by clause 6.4, Territory Discoveries will reduce, by an amount equal to that which the Operator owes Territory Discoveries, its payments to the Operator, as required by clause 6.2.

7. TERRITORY DISCOVERIES OBLIGATIONS

Reservations
7.1 Upon a customer making an initial reservation request through the Reservations System, Territory Discoveries will send an initial notice to the Operator requesting the Operator’s confirmation that the customer’s reservation request can be confirmed as a secured booking against the products or services requested, except where a reservation is created for a product or service in which freesale arrangements are active pursuant to this Wholesale Contract.
7.2 For the purposes of clause 7.1, each initial booking request notification from Territory Discoveries to the Operator will be accompanied by a booking code or reference number, and will be delivered to the Operator either by facsimile or e-mail.
7.3 Upon receipt by Territory Discoveries of the Operator’s positive response to a clause 7.1 initial reservation request notice, Territory Discoveries will finalise the reservation with customers and charge the customer the applicable Gross Rate for the services or products reserved.
7.4 Where an Operator’s products and services are subject to freesale arrangements, for the entire period in which a reservation request is made, all reservation requests will be taken as confirmed bookings with the Operator and Territory Discoveries will accordingly advise customers automatically that their reservation request has been secured and booked and Territory Discoveries will secure payment for those products and services reserved from the customer.
Availability
7.5 Territory Discoveries will, upon receipt of a notice from an Operator as required by clause 7.1, make the necessary changes to the Reservations System within 72 hours of receipt of the Operator’s notice.

8. OPERATOR'S OBLIGATIONS

Reservations
8.1 The Operator must:

at all times maintain and comply with allotment and freesale arrangements negotiated with Territory Discoveries, and as described in this Wholesale Contract; and
not sell from the allotment negotiated with Territory Discoveries outside of the agreed release back period.

8.2 The Operator must notify Territory Discoveries, in writing, within 24 hours of receipt of an clause 7.1 initial reservation request notice, whether a reservation request can be converted into a secured booking or not.
Availability
8.3 The Operator must provide Territory Discoveries immediately upon becoming aware, written notification, when any products or services which are the subject of the Wholesale Contract, change or are affected in any material way, which could inconvenience potential customers. Changes or affects include, but are not limited to:

the amendment of tour itineraries;
the closure of swimming pools, restaurants or other guest facilities: and
refurbishment, major renovations, reconstruction on or near its premises, weather conditions and other acts of God.

8.4 The Operator must provide written notification to Territory Discoveries to advise of changes in product or service availability status as listed in the Wholesale Contract.
8.5 For the purposes of clause 8.4 of this Agreement, the Operator must not consider changes in availability of products and services to be effective in the Reservations System prior to receipt of acknowledgment from Territory Discoveries that such changes have been communicated.
8.6 The Operator agrees to be liable for any legal or financial redress a client pursues as a result of the Operator’s inability to provide the products or services represented in the Reservation System after a customer has received a secured booking notice via the Reservations System.
8.7 The Operator must provide an alternative product which is either similar or of a better standard that is Accredited, at the Operator’s own expense, in the event the Operator can not make available a product or service for which a customer has received a secured booking notice, via the Reservation System, subject to clause 8.8.
8.8 For the purposes of clause 8.7 the alternative product or service provided by the Operator must be acceptable to both Territory Discoveries and the customer with the secured booking notice.
8.9 The Operator acknowledges that the Operator is solely responsible for all costs and liabilities, including any legal actions, arising from any misrepresentations made by the Operator concerning any of the Operator’s services or products, which are subject to the Wholesale Contract.
Representations of Quality
8.10 The Operator’s services and products must be represented accurately by the Operator in the Wholesale Contract.
8.11 The Operator acknowledges the information provided by it to Territory Discoveries in the Wholesale Contract will appear in the Reservations Systems, Website and brochures and will be relied upon by customers making reservation requests via the Reservations System and elsewhere.
8.12 The Operator must provide Territory Discoveries quality images of its products for use in the Reservations System, Websites and in Territory Discoveries brochures.
8.13 For the purposes of Clause 8.12 all images provided to Territory Discoveries must be:

entirely accurate and must not mislead any member of the public in any way;
informative and provide potential customers with an accurate guide as to the quality of the Operator’s products; and
be of sufficient image quality to be used in the Reservations System, Websites and also for publication in various Territory Discoveries brochures.

8.14 Territory Discoveries will, without notice to the Operator, amend or replace images if they are of insufficient quality for use in the Reservations System or in Territory Discoveries brochures.
8.15 The Operator must provide Territory Discoveries free samples of each of the Operator’s products and services intended for sale through the Reservations System, to assist Territory Discoveries to familiarise itself with the Operators products and services prior to the listing of the Operator’s products and services in the Reservations System and throughout the term of this Wholesale Contract.
Descriptions
8.16 The Operator acknowledges that Territory Discoveries may contact the Operator to obtained more detailed descriptions of the Operator’s services and products and that this description may be used on the Reservations System website or in brochures. The Operator acknowledges that the descriptions are for information only and any changes to the descriptions do not constitute a variation to the Wholesale Contract.

9. WARRANTY

9.1 The Operator warrants:

it has obtained all the necessary licences and approvals required to meet all legal requirements relating to the provision of the Operator’s products and services for sale, its business and its premises including, but not limited to, Local Government, Territory and Federal laws and regulations relating to fire, safety, hygiene, environmental and all other standards; and
the information provided in the Wholesale Contract by the Operator complies with the Advertising Codes of the Media Council Australia, the Trade Practices Act 1974 and all other applicable laws, regulations and standards; and
that the intellectual property rights in all information and material whether in electronic format or otherwise provided in connection with the Wholesale Contract by the Operator to Territory Discoveries belong to the Operator or are licensed by the Operator to use in the manner proposed by the Wholesale Contract from the owner of the intellectual property rights.

9.2 If a management entity or other agent of the Operator is facilitating the Wholesale Contract on behalf of an Operator, then the management entity or agent represent to us that:

you have the authority of the Operator to enter into the Wholesale Contract;
that you have the authority to perform the obligations of the Operator under this Wholesale Contract; and
both you and the Operator have and will continue for the term of the Wholesale Contract to have the ability to perform the obligations in the Wholesale Contract.

10. CANCELLATION FEES

10.1 The Operator may charge Territory Discoveries a cancellation fee, where a customer has a secured booking via the Reservations System for an Operator’s product or services, and that customer subsequently cancels that booking, subject to clause 10.2 of this Agreement. The cancellation fee charged by the Operator must not exceed the Nett Rate.
10.2 The Operator must not charge a cancellation fee, where:

that cancellation fee charge is greater than what is normally charged to clients who deal directly with the Operator or through other agents; and
the Operator resells the product or service, originally booked by the customer.

10.3 For the purposes of clause 10.2(b) the Operator may charge Territory Discoveries a reasonable administration fee.

11. CHANGE OF OWNERSHIP

11.1 The Operator must notify Territory Discoveries, in writing, prior to a change in control or ownership of the business that provides services and products under the Wholesale Contract.
11.2 The Operator must assign its rights and obligations under the Wholesale Contract if there is a change in control or ownership of the Operator’s business that provides services and products, which are subject to the Wholesale Contract.
11.3 Where an Operator effects a change in ownership or control of the business that provides services and products under the Wholesale Contract, without notifying Territory Discoveries as required by clause 11.1, Territory Discoveries may immediately terminate the Wholesale Contract and remove the business and its new operator from the Reservations System.
11.4 The Operator agrees, except in the event of clause 11.2, not to assign or transfer its rights and obligations under the Wholesale Contract without the prior written consent of Territory Discoveries.
11.5 Territory Discoveries will not unreasonably withhold consent to an assignment or transfer provided that:

Territory Discoveries is reasonably satisfied as to the financial and business capacity of the proposed transferee;
the Operator remedies any default under the Wholesale Contract of which prior written notice has been given to the Operator prior to transfer;
the Operator, prior to finalising the sale of the business, pays any monies owing to Territory Discoveries under the Wholesale Contract; and
the transferee enters into a further agreement with Territory Discoveries concerning the matters contained in the Wholesale Contract on terms and conditions reasonably acceptable to Territory Discoveries.

12. INDEMNITY

12.1 The Operator agrees to indemnify Territory Discoveries, its agents, employees and contractors against any claim, demand, liability, loss, including loss of profits and consequential losses, proceedings, fines, damages or costs of any kind, including negligence, arising from the supply of products or services reserved through Territory Discoveries Reservations System, including but not limited to:

breach of a term under the Wholesale Contract or any express or implied warranty provided by the Operator;
any error or misdescription in information provided to Territory Discoveries by the Operator;
the availability or quality of the Operator’s product;
any information or material the Operator has provided to Territory Discoveries breaching the intellectual property rights of any third party;
compliance with applicable Commonwealth and Territory laws including the Trade Practices Act;
loss of, damage to or theft of property, loss of life, injury, or loss of enjoyment, in connection with the occupation or use of the Operator’s products or services; and
any external administration the Operator may be subject to.

12.2 The Operator agrees to indemnify Territory Discoveries from all, and waive rights to commence proceedings or take any other action against Territory Discoveries arising out of any claims, actions, demands, proceedings and liability which the Operator may have or claim to have or but for this release and waiver might have had against Territory Discoveries for any failure by Territory Discoveries to perform obligations under the Wholesale Contract as a result of causes reasonably beyond Territory Discoveries’ control, including but not limited to, if the online product, reservation, helpdesk customer helpline or reservations capabilities used by Territory Discoveries are not available at any time, or as a result of a computer or software malfunction, regardless of whether notice of availability is given or not.

13. INSURANCE

13.1 The Operator must effect and keep in force a policy of insurance for public risk including personal injury and death and property damage arising out of or in connection with the Operator’s obligations under the Wholesale Contract, including all warranties, and releases given by the Operator in this Agreement, for a minimum of TEN MILLION DOLLARS ($10,000,000) in relation to any single event, subject to clause 13 of this Agreement.
13.2 The Operator must:

effect the insurances required by this clause 13 with a reputable insurer;
must provide to Territory Discoveries, within 7 days of receiving a written request, certificates of currency or other written evidence of currency of the insurance policies required by this clause 13.

13.3 The Operator hereby indemnifies Territory Discoveries from any injury, damage or loss sustained, arising as a result of the operations of the Operators property/organisation or a breach of this clause 13.

14. CONFIDENTIALITY

14.1 The Operator must hold all Confidential Information of the other party in confidence and must not make any use of it, except for the purposes of performing its obligations or exercising its rights under the Wholesale Contract and must not disclose or permit or cause the Confidential Information of the other party to be disclosed to any person, except:

as authorised by the other party under this Agreement;
to its employees, to the extent needed to perform their obligations under this Agreement; and
disclosure as required by a Federal or Territory Law.

15. RECORD MANAGEMENT

15.1 The Operator must deal with, including but not limited to the management, storage and dissemination, of all personal information obtained as a result of the Wholesale Contract, in accordance with the Information Act NT (2002) and Information Privacy Principles.
15.2 The Operator must ensure records in its possession, in relation to information obtained as a result of the Wholesale Contract, which are either created or disposed of, is done so in accordance with NT Government Records Management Standard as provided from time to time by the Northern Territory Archives Service.
15.3 Where an authorised disposal schedule is provided by Territory Discoveries to the Operator, disposal of records may be acquitted by the Operator, with the written approval of Territory Discoveries.
15.4 Operators may deal with their obligations under clauses 15.1, 15.2 and 15.3 by returning records to Territory Discoveries at the conclusion of a sale.
15.5 Where an Operator returns to Territory Discoveries records under clause 15.4, the responsibility for acquittal of destruction of those records will be Territory Discoveries’ and the Operator will have no further responsibilities in relation to the disposal of those records.

16. USE OF LOGO

16.1 The Operator agrees not to use, in any way, the Territory Discoveries name or logo (which is a trademark and protected under copyright) or any other intellectual property owned by Territory Discoveries or in which Territory Discoveries has rights, without Territory Discoveries’ written approval.

17. USE OF PRODUCT INFORMATION

17.1 The Operator allows Territory Discoveries at no additional cost to reproduce, disseminate and sell part or all of its product information to third parties, including but not limited to all rates agreed to under the Wholesale Contract, in any mediums, including but not limited to CD ROMs, web sites, videos, brochures or databases.
17.2 The Operator authorises Territory Discoveries to market and promote the Territory Discoveries brochure range, incorporating the Operator’s product and services.

18. AGENCY RELATIONSHIP

18.1 The Wholesale Contract does not create any legal relationship of partnership between the Operator and Territory Discoveries. All dealings with customers via the Reservations System are undertaken by Territory Discoveries as the Operator’s agent.

19. INSOLVENCY EVENTS

19.1 The Operator must advise Territory Discoveries immediately if the Operator becomes subject to external administration of any kind, including the appointment of a liquidator, receivers or receivers and managers.
19.2 The Operator consents in the event clause 19.1 occurs, to Territory Discoveries informing travel agents and prospective customers that the Operator is under external administration.

20. GOVERNING LAW AND COMPLIANCE WITH LAW

20.1 The interpretation and construction of the Wholesale Contract is to be governed and determined in accordance with the Law of the Northern Territory and the parties submit to the non-exclusive jurisdiction of the courts of the Northern Territory.
20.2 The Operator must ensure that they comply with the laws from time to time in force in the Northern Territory of Australia.

21. SURVIVING CLAUSES

21.1 The provisions of the Wholesale Contract relating to insurance, indemnity, confidentiality, and Record Management survive the expiry or termination of the Wholesale Contract.

22. GST

22.1 For the purposes of this Wholesale Contract unless the context otherwise requires:

“GST” means any tax imposed on Supply by or through the A New Tax System (Goods and Services Tax) Act 1999 (“the Act”) and any related tax imposition legislation;
“GST Rate” means the percentage amount of GST payable determined under section 9-70 of the Act as amended from time to time;
“Input Tax Credit” and “Supply” have the meaning given to them in the Act; and
where any other term is used in this clause which is defined in the Act it has the meaning which it bears in the Act.

22.2 Where the Operator has indicated they will be charging GST then:

The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST Rate at the time this Wholesale Contract become legally binding.
The Operator must provide Territory Discoveries with a Tax Invoice and adjustment notes in relation to the Supply prior to an amount being paid by Territory Discoveries under this Wholesale Contract, which tax invoice must include the amount and method of calculation of any GST payable by the Operator in relation to that claim for payment, as a separate clause.
The Operator must do all things reasonably necessary to assist Territory Discoveries to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.

22.3 Where the Operator has indicated they will not be charging GST then:

The parties acknowledge that the consideration under this Contract does not include GST.
The Operator must provide Territory Discoveries with invoices and adjustment notes in relation to the transaction prior to an amount being paid by Territory Discoveries under the Wholesale Contract.

22.4 Whether or not the Operator is charging GST, the Operator must advise Territory Discoveries of any change to its GST status.

23. BINDING WHOLESALE CONTRACT

23.1 The Operator may indicate its intention to be bound by this Agreement and the Tour Contract document, Accommodation Contract document and /or Vehicle Hire Contract document (‘the Documents’) by:
a. executing a copy of the Documents and providing them to Territory Discoveries; or
b. emailing an electronic copy of the Documents to Territory Discoveries with the Operators Electronic Signature;
in the manner and to the addresses specified in clause 26.1 as applicable.
23.2 The Documents referred to in clause 23.1 will be taken to be received by Territory Discoveries in the manner and at the times specified in clause 26.2 as applicable.

23.3 Territory Discoveries may indicate its intention to be bound by this Agreement and the Tour Contract document, Accommodation Contract document and /or Vehicle Hire Contract document by:
a.             executing a copy of the Documents received from the Operator under clause 23.2 and providing them to the Operator; or
b.             emailing an electronic copy of the Documents received from the Operator under clause 23.2 with Territory Discoveries Electronic Signature and providing it to the Operator
in the manner and to the addresses specified in clause 26.1 as applicable.
23.4   The Documents referred to in clause 23.3 will be taken to be received by the Operator in the manner and at the times specified in clause 26.2 as applicable.
23.5 The Wholesale Contract will be binding on the parties when the requirements of clause 23.1, 23.2, 23.3 and 23.4 are satisfied.

24. TERMINATION OF AGREEMENT

24.1 Without limiting any of Territory Discoveries’ other legal rights, Territory Discoveries may terminate the Wholesale Contract immediately by giving the Operator written notice if:

the Operator becomes bankrupt, insolvent, subject to external administration, enters into liquidation or makes any composition with its creditors or is in jeopardy of becoming subject to any form of insolvency administration;
the Operator breaches any term of the Wholesale Contract; or
Territory Discoveries does not consider the Operator’s performance under the Wholesale Contract, including the quantity of sales or quality of its product, to be satisfactory;
The Operator is in breach of 25 of this Agreement as provided in clause 25.2;
The Operator being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
The Operator being a natural person, dies; or
The Operator ceases or threatens to cease conducting its business in the normal manner

24.2 For the purposes of clause 24.1, Territory Discoveries, at its discretion, may allow the Operator to make written submissions to the General Manager of Territory Discoveries explaining why the Agreement should not be terminated.
24.3 If notice is given to the Operator by Territory Discoveries pursuant to clause 24.1, Territory Discoveries may in addition to terminating this Agreement:
a.    retain any moneys paid;
b.    charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
c.    be regarded as discharged from any further obligations under this Agreement; and
d.   pursue any additional or alternative remedies provided by law.

25. TAAL Accreditation

25.1. The Operator must be accredited for the term of the Wholesale Contract or demonstrate to the satisfaction of Tourism NT a certification standard equivalent (or higher) to the minimum standards set by the Australian Tourism Accreditation Standard for the term of this Agreement.
25.2 If the Operator ceases to comply with clause 25.1 then Territory Discoveries may immediately terminate the Wholesale Contract and the following provisions shall apply:

the Operator must complete such secured bookings according to the terms of the Wholesale Contract; or
the Operator must appoint another accredited operator to complete such secured bookings according to the terms of the Wholesale Contract of a similar or better standard, at the Operator’s own expense;

as nominated by Territory Discoveries to the Operator.
25.3 The Operator will be deemed to cease complying with clause 25.1 in the following circumstances:
a.   the Operator does not have the requisite accreditation required by clause 25.1 and Tourism NT certify in writing to that effect;
b.    the Operator does not renew its accreditation;
c.    the Operator’s accreditation is suspended for any reason whatsoever.
25.4 The Operator acknowledges that Territory Discoveries has given a notification of exclusive dealing to the Australian Competition and Consumer Commission pursuant to subsection 93 (1) of the Trade Practices Act in connection with the conditions imposed upon the Operator pursuant to clause 25.1.

26. COMMUNICATIONS

26.1 All notices, approvals, consents, demands or other communications (“Notices”) required or permitted to be given under this Agreement must be in writing, and signed by a person duly authorised by the sender and served:

personally;
by pre-paid certified post; or
by facsimile transmission, or
by email, at the recipient’s address for the service of notices:
for Territory Discoveries:

Post: Territory Discoveries, PO Box 2532, Alice Springs NT 0871
Fax: (08) 8951 8550
Email: product@territorydiscoveries.com

for the Operator, as specified in the “Step 2 Operator’s Details” section in the Tour Contract document, Accommodation Contract document; or the Vehicle Hire Contract document, as appropriate, as varied by any notice given by the recipient to the sender.

26.2 Notices are deemed to be given by the sender and received by the recipient, if:

given by delivery in person, when delivered to the recipient;
sent by mail, on the second Business Day from and including the date of posting; or
sent by facsimile, on receipt of a complete and correct transmission report by the sender; or
if sent by email, when the email is received at the specified email address, but if the delivery, receipt or transmission is not on a Business Day or is after 4.00pm (recipient’s time) on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

27. Force Majeure
27.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.
27.2 If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended.
27.3 If a delay or failure by a party to perform its obligations due to Force Majeure exceed 60 days, either party may terminate the Wholesale Contract on providing notice in writing to the other party.

28. Entire Agreement

28.1 This Agreement terminates and supersedes all previous written and oral agreements between the parties and constitutes the entire Agreement between the parties as to its subject matter.