YouLi Planner Agreement
YouLi provides a digital platform that empowers destination event planners to invite their group of guests and collaborate on Trip logistics with exactly the right amount of control and flexibility to gather globally.
Invited guests (Travellers) are Users and fall under our User Terms and Conditions. Read on for our Planner terms and conditions.
You should read the terms and conditions of this agreement carefully.
This Agreement provides the Planner with the terms and conditions under which YouLi will enable the Planner to publish Trip schedules that Travellers can join, customise, purchase or manage through our online Marketplace platform (Marketplace Agreement).
In these terms and conditions the words, “YouLi Destination Events”, “YouLi”, “Company”, “we”, “our” and “us” refer to YouLi Travel Pty Ltd (ACN 610 871 880) trading as YouLi and includes its directors, employees and agents; and “the Planner”, "you" or "your" means the person, company, association or organisation who accepts these terms and conditions.
By accepting the terms and conditions, the Planner agrees to its obligations under this Agreement and YouLi agrees to provide the Planner with the Services.
1.1 In this Agreement these expressions shall have the following meanings, unless otherwise stated:
‘Agreement’ means these terms and conditions as may be amended by us from time to time;
'Charges' means the charges set out in Clause 3, calculated at the rates set out in that clause or as published by us from time to time;
‘Commencement Date’ means the date YouLi receives a request for invitation from the Planner;
‘Intellectual Property Rights’ means all present and future intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including but not limited to all technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written developed or brought to existence by us or you in the provision of the Services.
'Location(s)' means YouLi’ online platform;
‘Planner Data’ is any data or information that you create and store on our Website, including regarding your Trip or personal profile on the Site;
'Services' means any services we provide pursuant to this Agreement, as set out in Clause 3;
‘Subscription Fee’ means the agreed to amount under section 2.2;
'Term' means the Term from the Commencement Date until its expiration;
‘Traveller’ means a person using the Website to arrange travel organised by the Planner;
‘Trip’ means the trip created for Travellers by Planners through the Website;
‘User’ means a person using the Website; and
‘Website’ and ‘Site’ means the application located at https://app.youli.travel or any sub-domain.
1.2 If you are contracting with us for the supply of Services directly to a third party then you shall:
(a) procure that such third party shall comply with these Terms; and
(b) indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms by such third party.
1.3 On receipt of this Agreement you will create a Trip to signify your agreement as to Services to be provided and the Charges which shall be payable. You acknowledge and agree that no Services will be provided until your Agreement has been unequivocally provided.
2. Overview of Services
2.1 YouLi will provide an online platform through which the Planner’s services are presented to YouLi’s Users. As a Planner, you will have the ability to:
(a) Publish Trip details;
(b) Collect responses and payments,
(c) Invite Travellers to join your Trip; and
(d) Track changes and communications.
2.2 YouLi offers access to the Service on different bases:
(a) Frequent Planners will sign up for Monthly Subscriptions; and
(b) Infrequent Planners will sign up for one-off access to the Services.
(c) Personal Planners for smaller groups may sign up without paying for Services but will pay transaction fees (“Freemium Access”).
2.3 Planners that purchase Monthly Subscriptions will have access to their Planner Data for 12 months after that subscription ends, after which time any Trips will be paused and Planner will not have access to the Planner Data until the Planner renews their subscription or makes another purchase.
2.4 Planners with Freemium Access will have access to their Planner Data for 12 months after creating it, after which time any Trips will be paused and the Planner will not have access to the Planner Data unless the Planner purchases a subscription or one-off access.
2.5 Notwithstanding 2.3 and 2.4, we may withhold any Planner Data from you if have any fees outstanding to us for more than 30 days.
2.3 All information that we provide is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by any third party or us. It is not within the scope of our obligations to make enquiries as to the accuracy or completeness of information that we receive from you or any third parties.
2.4 We shall not be obliged to provide any Services that are not described in this Agreement.
2.5 We shall only be obliged to provide the Services through the Site and any associated Mobile Applications unless otherwise agreed in writing.
2.6 We shall use our reasonable endeavours to provide the Services.
2.7 We shall use our reasonable endeavours to ensure the Services are provided in a prompt and timely manner.
2.7 We will perform the Services in return for payment of the Charges.
3. How much do we charge for the Services? And how do you, as a Planner, get paid?
3.1 When a Planner signs up for a free trial of the Services, the Planner agrees to pay 2% Transaction Fees in addition to Payment Gateway Fees.
3.2 When a Planner signs up for a Monthly Subscription, the Planner agrees to pay the selected Subscription Fee each month, plus a discounted Transaction Fees in addition to Payment Gateway Fees.
3.3 If a Planner with a Monthly Subscription does not pay us within 30 days of us having invoiced you, we will pause your account and any Trips thereunder. All Trips under that Planner’s account may be deleted after 12 months of this issue not being resolved.
3.4 When a Planner signs up for a one-off Destination Event, the Planner agrees to pay an agreed to amount per Trip, plus 1% Transaction Fees in addition to Payment Gateway Fees.
3.5 The Traveller pays you, and we process and transfer that payment. You agree that in processing and transferring that payment, we will charge Transaction Fees and Payment Gateway Fees, as relevant.
3.6 We use Direct Debit, Credit Card, BPay, or Bitcoin to process transactions between Planner and Traveller, and will offer different payment methods to you based on your geographic location.
3.7 The Charges payable by you pursuant to this Agreement are inclusive of GST, if the Planner’s country is Australia, at the prevailing rate.
3.8 There is a 3-day Cooling-Off Period after subscribing to the Services, after which the Planner is not entitled to a refund following termination.
3.9 Notwithstanding 3.8, the Planner is entitled to a refund following the Cooling-Off Period if the Services were manifestly inadequate for their intended purpose.
3.10 You shall indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax other than tax levied under the law of Australia unless that loss, liability or cost is compensated by an increased payment under this Clause.
4. What are your obligations?
4.1 You shall uphold your obligations under this Agreement.
4.2 Your obligations include:
(a) Creation and Maintenance of Profile
The Planner bears the responsibility for creating a profile on our Platform with a valid email, real name, up to date payment and contact information, including any information required by the payment gateways to process payments. YouLi reserves the right to make minor adjustments to a Planner’s profile without consent. If you do not provide the relevant payment, banking and contact details, any money collected will be returned the Traveller within a reasonable period of time.
The Planner must provide an up date pricing model for any services listed for sale in the Marketplace. Note that this pricing model will be subject to the fees and charges outlined in Clause 3.
(c) Defamatory Content
The Planner must not upload any content to the Site that promotes intolerance, racism, illegal behaviour or contains defamatory content.
(d) Interactions With Travellers
Interactions with Travellers should be carried out in a manner that celebrates diversity and supports equal rights. No Planner should advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints of abuse or derogatory behaviour on the part of the Planner will see them removed from the YouLi platform. This is a condition of the Agreement and any breach will see the Planner removed from the Marketplace.
Planners should be available to provide the Services to Travellers as and when they arise. Planners are expected to respond to Traveller’s requests within a 48-hour period.
In order to use our Service, Planners must have appropriate licenses within their jurisdictions to offer their services.
The Planner must take out insurance that provides sufficient cover for their activities.
(h) Planner Terms
The Planner must provide its own terms and conditions to the Traveller governing the Planner’s services. The Planner agrees that those terms will acknowledge that the Planner, not YouLi, is responsible for the delivery and any shortfall in the delivery of the Planner’s services.
(i) Magic Links
The Planner is responsible for ensuring that Magic Links granting access to Trips are only sent to the correct recipients.
4.3 You acknowledge and agree that for us to be able to provide the Services without interruption, at your cost you will:
(a) co-operate with and assist us in the performance of the Services;
(b) promptly provide us with full and accurate information, data and explanations as and when required; and
(c) inform us of any abusive behaviour by any Travellers of the YouLi platform.
4.4 You shall procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services.
4.5 If we are delayed or obliged to spend additional time or incur additional expenses in the performance of any of our obligations under this Agreement, by reason of your acts, omissions, failure to provide information, instructions or perform your obligations under this Agreement, then you shall pay us any additional reasonable costs and expenses incurred by or on our behalf. In this situation any agreed target time specified for the performance by us of any of our obligations shall be extended accordingly.
4.6 It is your obligation to ensure that any written notification we send to you confirming the terms of this Agreement correctly states the information set out in it and if that information changes during the period of this Agreement, you may write to us to request a change to it.
5.1 We will use reasonable care and skill in performing the Services.
5.2 We will investigate any problem or error in any Services, provided that you notify us in writing to email@example.com within seven (7) days following delivery of the Services, giving us all necessary information to be able to investigate the problem, breach or error and limit our liability to the right to re-perform the Service.
5.3 You agree to use your reasonable endeavours to ensure that the information you supply is complete and accurate and notify us in writing if there is any change to the information supplied.
5.4 Except as provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required at law.
5.5 Except as set out in this Clause, we give no further warranties. All implied warranties are hereby excluded.
6. Liability and Exclusions
6.1 Nothing in this Agreement shall in any way exclude or limit either party's liability to the other for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law it is not possible to exclude or limit.
6.2 Our total liability for direct losses or damage in contract, tort, misrepresentation or otherwise arising out of or in connection with this Agreement, or the performance of our obligations under this Agreement or the provision of the Services, shall be limited to the total Charges paid (excluding GST and expenses) by you to us for the Services (as applicable) in the twelve (12) months immediately prior to the event(s) complained of.
6.3 In no event shall either party be liable to the other for loss of profits, goodwill, business or anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused.
6.4 The parties acknowledge that the limitations of liability contained in this Clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 6 will continue to apply after termination or expiry of this Agreement.
7.1 Both parties agree not to use or disclose confidential information relating to or owned by the other, received or disclosed to it by the other party during the term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party's employees, officers, agents or contractors directly involved in performing the receiving party's obligations.
7.2 The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
7.3 Any confidential information will be returned or destroyed by the receiving party at the prior written request of the owner.
7.4 We will be allowed to refer to you in any publicity after performance of the Services and with your permission, during the Services.
7.5 In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail.
8. Term and Termination
8.1 The Services will commence on the Commencement Date and will continue in force for the term specified in this Agreement subject to any extension or any earlier termination.
8.2 For Planners that pay for one-off Trips, this Agreement terminates 12 months after that payment is received.
8.3 Regarding on-going Planner subscriptions, we may terminate this Agreement (or at our discretion, the supply to you of the Services) at our sole discretion if:
(a) You have provided false or misleading information on the Website;
(b) If you are offensive or abusive to a Traveller; or
(c) You do not deliver upon your described services to the Traveller.
8.4 Either party may terminate this Agreement immediately on notice if:
(a) The other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach (if it is capable of being remedied); or
(b) The other party is bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.
8.5 On termination of this Agreement for whatever reason, we will be entitled to payment for all Charges properly incurred to the date of termination plus the Charges incurred during the notice period and any Charges specified in this Agreement.
8.6 Either party can terminate this agreement with four weeks’ written notice.
9. Intellectual Property
9.1 You recognise and acknowledge that all Intellectual Property Rights created out of performance of this Agreement immediately and automatically vests with us, and you will take all such steps as practicable to ensure that the Intellectual Property Rights will vest in and remain vested in us.
9.2 We grant you a non-exclusive, non-transferable, revocable, license to use the Intellectual Property Rights owned by us, which have been provided to you to improve the performance of your obligations under this agreement.
9.3 By posting or adding any content to the Service, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that content in any way necessary to deliver the advertised services (including, without limitation, by reproducing, changing, and communicating the content to the public) and permit us to authorise any other person to do the same thing on our behalf.
10. Situations or events outside our reasonable control
There are certain situations or events which occur which are not within our reasonable control. Where one of these occurs we will notify you of such and attempt to recommence performing the Services as soon as the situation, which has stopped us performing the Services, has been resolved. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.
11.1 Any notice required to be given pursuant to this Agreement shall, unless otherwise stated in it, be in writing (includes email communications), sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this Clause).
11.2 A correctly addressed notice sent by post shall be deemed to have been delivered 72 hours after posting, correctly addressed emails shall be deemed to have been delivered 24 hours after sending.
12. Dispute Resolution
12.1 If a dispute arises under or in connection with this Agreement, before resorting to external dispute resolution mechanisms (including court proceedings), the parties must attempt to resolve by negotiation any dispute in relation to this Agreement by referring the matter to a mediator for mediation.
12.2 A mediator must be appointed by the parties, or failing agreement within (15) business days of the dispute first arising, appointed by the President for the time being of the Law Institute of Victoria, or his or her nominee, and whose costs must be paid equally by the parties.
12.3 If the dispute is not settled by the parties within (15) business days of a mediator being appointed, the dispute may be submitted to some alternative dispute resolution mechanisms as may be agreed in writing between the parties.
12.4 Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
12.5 This Clause 12 survives the expiry or termination of this Agreement.
13.1 The Planner agrees to waive, release, discharge and relinquish any and all claims that it has now or may have against us which are connected with, arise out of, relate to or are incidental to the use of the Service.
13.2 The Planner agrees and acknowledges that YouLi will not be liable or responsible for any loss or damage suffered by any Traveller due to the actions of a Planner and the Planner will indemnify us from and against any and all claims by a Traveller in relation to the content created by the Planner or actions of the Planner.
14.1 Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.
14.2 We may assign, sub-contract, or otherwise transfer any or all of our rights and/or obligations under this Agreement. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with our prior written consent, which can be refused at our absolute discretion.
14.3 If either party chooses to waive or ignore a breach of the Agreement, then this will not prevent that party from taking action in respect of the same type breach at a future date.
14.4 This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we, nor you, will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
14.5 If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' initial intent. The remaining provisions of this Agreement shall continue in full force and effect.
14.6 This Agreement shall be governed by, and construed in accordance with, the laws in force in Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
14.7 This Agreement may be executed in any number of counterparts and all counterparts taken together will constitute one instrument.
14.8 This Agreement and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.