Market rules
Thank you for using www.tourismexchange.co.nz (the “Tourism Exchange”). By accessing and using the Tourism Exchange you agree to be bound by the Market Rules as set out below (the “Rules”). If you do not agree to the Rules please do not use the Tourism Exchange.
We may from time to time without notice make minor alterations to the Rules and will notify you of this by updating the “last updated notice” beside any link to the Rules. We may also make substantial amendments to the Rules by notifying you of such change by email or otherwise. By continuing to access and use the Tourism Exchange you agree to be bound by the amended Rules.
1. Interpretation
In the Rules the following words have the meanings set out below:
“Content” means any data, information, pictures, graphics, software and any other material used or displayed on the Tourism Exchange.
“Distributor” means any online distributor of Services that has signed a Distributor Agreement with us.
“Member” means any Distributor or Supplier and Membership has the corresponding meaning.
“Services” means any tourism-related product or service that is advertised on the Tourism Exchange by any Supplier.
“Supplier” means any supplier of Services that has signed a Supply Partner Agreement or External Supply Partner Agreement with us.
“Third Party Content” means any Content posted on the Tourism Exchange by any party other than Tourism Exchange New Zealand Limited.
“User” means any Member of the Tourism Exchange.
“we” “us” and “our” refer to Tourism Exchange New Zealand Limited.
“you” and “your” refer to you as the Member using the Tourism Exchange.
2. Operation of the Tourism Exchange
2.1. The Tourism Exchange is intended as a neutral online marketplace for Distributors and Suppliers to contract for the sale and purchase of Services.
2.2. The Tourism Exchange provides Distributors and Suppliers with an integrated open booking exchange(OBX™) for bookable tourism inventory. It allows Suppliers to advertise their Services and Distributors to purchase those Services for on-sale to consumers.
2.3. Any transaction entered into between Distributor and Supplier on the Tourism Exchange is a transaction entered into directly between Distributor and Supplier and any representations made by any Member are not made by or on behalf of us.
2.4. By using and accessing the Tourism Exchange, you acknowledge that you will not seek to circumvent your contractual obligations by transacting with other Members for the supply of travel services other than via the Tourism Exchange; or by using the Tourism Exchange to contact other Members for that purpose.
3. Obligations of Members using the Tourism Exchange
3.1. You will not use the Tourism Exchange for any purpose that is unlawful or prohibited by the Rules.
3.2. Without limiting paragraph 3.1 you agree that you will not upload or post any Content on the Tourism Exchange that:
a) Contains any virus or other destructive property;
b) Infringes any intellectual property rights of any third party;
c) Infringes any confidentiality or privacy obligations or other contractual or legal obligations owed to any third party;
d) Is obscene, offensive, defamatory, breaches the Advertising Codes of Practice issued by the Advertising Standards Authority or is otherwise unsuitable for display on the Tourism Exchange;
e) Provides any information about a Service which is or is likely to be misleading or deceptive for the purposes of the Fair Trading Act 1986;
f) Violates any applicable laws or regulations; or
g) Contains any incorrect information about Members.
We reserve the right to remove any uploaded Content which we reasonably believe breaches the requirements set out in this clause 3.2.
3.3. In addition to the above you agree that you will not:
a) Circumvent the processes of the Tourism Exchange or conduct business in a manner intended to avoid fees otherwise payable to us;
b) Interfere with or disrupt networks connected to the Tourism Exchange or while accessing or in the Tourism Exchange conduct yourself in a manner that will or is reasonably likely to negatively affect the Tourism Exchange or other Users;
c) Attempt to modify, reverse-engineer or reverse-assemble any part of the Tourism Exchange;
d) Attempt to gain unauthorised access to any Membership of the Tourism Exchange or any other restricted section or function of the Tourism Exchange through password miming or any other means;
e) Transmit any unsolicited advertising, promotional material or any other forms of solicitation unless expressly authorised by us;
f) Use the Tourism Exchange to menace or harass others;
g) Prevent any other person from using the Tourism Exchange;
h) Do anything intended or likely to be detrimental to our reputation, the reputation of the Tourism Exchange, the software or the owners of the software or the reputation of any other Member;
i) Violate any applicable laws or regulations; or
j) Engage in any other conduct that we may advise that we consider (in our absolute discretion) inappropriate.
3.4. Where a Distributor wishes to book or purchase Services on the Tourism Exchange from a Supplier the parties will fulfil that transaction on the terms and conditions agreed between the Supplier and the Distributor.
3.5. You will immediately notify us if you have or become aware of:
a) Any difficulties in relation to using the Tourism Exchange, including but not limited to making bookings or purchases; or
b) Any negative feedback in relation to the Tourism Exchange or any Content on the Tourism Exchange.
4. Termination and suspension of Membership
4.1. Violation of the Rules may result in suspension or termination of your Membership (without limiting any other remedies we may have). Once your Membership has been suspended or terminated you may not access or use the Tourism Exchange.
4.2. If you are aware of any potential violation of the Rules or any Content which may not comply with the requirements set out above please contact us at customerservice@tourismexchange.co.nz.
5. Intellectual Property
5.1. Except as otherwise expressly stated you acknowledge that we are the proprietor or authorised licensee of the copyright, trade marks (whether registered or not) and all other intellectual property rights in the Content displayed on the Tourism Exchange (other than any Third Party Content).
5.2. By uploading Content to the Tourism Exchange you:
a) Grant to us a perpetual, non-exclusive, non-transferrable, worldwide, royalty-free licence to display the Content on the Tourism Exchange on your behalf; and
b) Warrant and represent that you are the owner or licensee of such Content and that you have the right to upload such Content and grant the licence set out in clause 5.2 (a).
5.3. You agree that you will not reproduce, publish, transmit or distribute in any way any Content (other than any Content which you upload to the Tourism Exchange) without our prior written consent.
6. Links to third party websites
6.1. Any link to and from a third party website is not under our control and we are not responsible for the content on any linked website.
6.2. If you visit a linked website you will be subject to the terms and conditions of that website and any dealing will be solely between you and the other website.
7. Third Party Content on the Tourism Exchange
7.1. You acknowledge and accept that:
a) We have not independently verified the accuracy of any Third Party Content displayed on the Tourism Exchange and such Third Party Content may contain errors or inaccuracies;
b) We do not warrant or endorse the accuracy or completeness of any Third Party Content; and
c) You are solely responsible for your reliance on any Third Party Content and the suitability of any Service purchased through the Tourism Exchange.
7.2. We have no obligation to monitor Content on the Tourism Exchange. However, we may:
a) Refuse to post any Content that we in our absolute discretion consider will breach these Rules;
b) Review the Tourism Exchange and delete or remove any Content that we in our absolute discretion consider to breach these Rules; or
c) Disclose any information we consider in our absolute discretion we are required to in order to satisfy any applicable law, regulation, legal process or governmental request.
7.3. You may advertise Services or purchase or place bookings for any Services on the Tourism Exchange but any resulting transaction will be between the relevant Distributor and Supplier and we will not be a party to such a transaction.
8. Disclaimer and limitation of liability
8.1. You acknowledge that the Services on the Tourism Exchange are advertised and purchased for business purposes only and therefore agree that the Consumer Guarantees Act 1993 does not apply to such Services.
8.2. We exclude all responsibility and liability to the fullest extent possible by law in relation to the Tourism Exchange and we will not be responsible for any errors or misstatements or be liable whether in contract, tort (including negligence) or otherwise for any loss or damages however caused (whether direct, indirect, consequential, special or loss of profits). Where any such liability cannot be excluded then we limit our liability for each event to the total fees paid to us by you in the three months preceding such event.
8.3. You acknowledge that we are not liable and we take no responsibility for any transaction entered into by you with any other Member on the Tourism Exchange and you enter into any such transaction entirely at your own risk.
8.4. Without limiting the above, you agree to indemnify and hold us and our officers and employees harmless from any claims, actions, costs (including legal costs) or losses arising out of:
a) Your breach of any of the Rules;
b) Any reliance by you on Third Party Content on the Tourism Exchange or any link to a third party website;
c) Your failure to complete any transaction facilitated by the Tourism Exchange;
d) Any failure or delay by any Distributor or Supplier to meet their obligations in respect of the sale and purchase of any Services once the transaction has been completed on the Tourism Exchange;
e) Any technical errors or corruption of data on the Tourism Exchange; or
f) Reliance by us or any third party upon any acts carried out, requests made, or information provided through the use of any passwords allowing access to the Tourism Exchange.
9. Applicable laws and conflict
9.1. The Rules will be governed by New Zealand law and you submit to the exclusive jurisdiction of the courts of New Zealand.
9.2. If the Rules or any part of the Rules conflict with any relevant Product Provider Agreement or Distributor Agreement the relevant Agreement will prevail.
10. Privacy
10.1. In addition to the General User Privacy Policy, as a Member certain other information about you may be collected. Therefore you agree that we may collect and use information about you in the manner set out in the Member Privacy Policy (the terms of which are incorporated into these Rules).
10.2. You must ensure that any password you have as a Member of the Tourism Exchange remains secure and confidential. Any Membership activity on the Tourism Exchange will be deemed to be activity by you until you notify us otherwise.
11. Severability
If any part of the Rules is deemed invalid or unenforceable the remaining provisions shall remain in full effect.
12. Assignment and changes to the Tourism Exchange
12.1. You acknowledge that we may at any time (without the need for your consent) assign any or all of our rights and obligations under the Rules to any other person. You may not assign or transfer any rights and obligations under the Rules without our prior written consent.
12.2. We may at any time without notice remove, amend and/or vary any of the Content on the Tourism Exchange or cease operating the Tourism Exchange in whole or in part.
13. Dispute resolution
Where any dispute arises between you and another Member of the Tourism Exchange you agree that you will in good faith use best endeavours to attempt to resolve the dispute amicably through negotiation or other informal means before pursuing any further formal action. You acknowledge that we will not be a party to any such dispute.
14. Contact
If you have questions or queries in relation to the Tourism Exchange or the Rules, please contact us at customerservice@tourismexchange.co.nz.
