Terms & Conditions
The Fun Family Project Pty Ltd, Trading as Small Ideas NSW, from here on will be referred to in this document as Small Ideas NSW
To participate in Small Ideas NSW Program the Vendor agrees:
- To provide a special offer, discount, value add or benefit to Small Ideas NSW Members in the form of a Digital Membership.
- To ensure that this benefit is offered and provided to all Small Ideas NSW Members who use the Vendor’s product and/or services upon presentation of the Member’s Small Ideas NSW Digital Membership via Smart Phone or print out.
- To abide by these terms until the Digital Membership Expiry Date which may be 12 months from the date of this Agreement or such other period which may be varied by written agreement signed by the parties.
- The Vendor warrants to Small Ideas NSW that it has adequate public liability insurance to cover anything any occurrence or event that may occur affecting Small Ideas NSW Members while using the Vendor’s products and/or services.
- The Vendor warrants that it will not misrepresent its relationship with Small Ideas NSW, and only use approved marketing materials to promote its business being in association with Small Ideas NSW Digital Membership. This includes gaining consent and abiding by guidelines if using Small Ideas NSW Digital Membership on its website, brochures, in-store material, advertising or any other means.
In return for offering this benefit The Vendor will receive:
- A Vendor listing on Small Ideas NSW website under the Member Section in the area, location and category of business that will include:
- The Vendor Trading Name where applicable.
- Vendor address and contact details (phone, email and web)
- Small Ideas NSW Digital Membership offer to members.
- Terms & Conditions of the Digital Membership offer to members.
- A description of the Vendor’s business, product and/or service
- Exposure through Small Ideas NSW website.
- Opportunities to advertise with Small Ideas NSW at that company’s discretion as to the manner and extent of advertising.
The Vendor acknowledges:
- That Small Ideas NSW accepts no liability or responsibility for any matters arising from the supply of any of Small Ideas NSW’s Digital Membership. Accordingly, the Vendor acknowledges and agrees that it has no right to bring any claim against Small Ideas NSW in relation to any matters arising from the supply of the Digital Membership to Small Ideas NSW Members.
- That once a vendor has submitted a Listing Information Sheet, acceptance of such listing is at the discretion of Small Ideas NSW and must meet the minimum category criteria.
- That once a vendor has submitted an offer/discount via their Listing Information Sheet, Small Ideas NSW will decide whether the offer/discount fits Small Ideas NSW criteria and acceptance of the offer /discount will be at the absolute discretion of Small Ideas NSW. Discount and Special offer minimum requirements; Percentage off total price – minimum percentage accepted is 20% Family discount price – price must include 2 Adults and 2-3 Kids or 1 Adult 2-3 kids as a minimum. Kids go free Buy 1 get one free Custom Offer/Value adds – this will be reviewed for suitability of criteria.
- That Small Ideas NSW may in its absolute discretion suspend or terminate Small Ideas NSW Membership program at any time upon providing written notice to the registered office or the last known address of the Vendor and such suspension or termination will operate immediately.
- The vendor has consented to be part of our mailing list via their listing email address and accordingly, will be contacted and kept updated with marketing and other information by Small Ideas NSW.
- Any obligations contained in any Addendum(s) and/or schedule(s) to this Agreement, which are made a part hereof.
- It is required to provide Small Ideas NSW with the necessary information to do program tracking at Small Ideas NSW’s discretion. That the parties agree that this Agreement can be amended in writing as may be agreed by the parties.
Terms & Conditions
1 Definitions and Interpretation
1.1 In these terms and conditions unless the context otherwise requires:
- Activity means the activity, experience, dining/meals, birthday parties, services or shopping or combination of activities, experiences dining/meals, services or shopping, set out in the Listing Information Sheet.
- Agreement means the vendor listing and these terms and conditions.
- Confidential Information means all information, ideas and data being in whatever form, including, without limitation, all such information, ideas and data disclosed verbally, recorded or stored by means of mechanical, electronic or other device, audio-visual displays or other demonstrations (and all copies, notes and extracts made of or from such ideas, information and data) relating to the operations, dealings, organisations, business, finance, transactions, customers, suppliers, trade secrets, prospects, markets, know-how, contracts or arrangements entered or proposed to be entered at any time and the dealings of Small Ideas NSW, other than such information and data which has entered into the public domain (except as a result of a breach of the Agreement).
- Listing Information Sheet means a completed information sheet in respect of the product/service offered in the format required by Small Ideas NSW and updated from time to time.
- Member Benefit – The Digital Membership
- Offer(s) means special offer, value add, benefit, discount or any special conditions attached to the Vendor’s products and/or services offered to the public by the Vendor as specified in Listing Information Sheet.
- Program(s) includes, but is not limited to Small Ideas NSW and/or other promotional programs, its affiliates or subsidiaries;
- The Digital Membership is an annual membership which provides access to exclusive offers and discounts in their location.
1.2 In the Agreement unless the context otherwise requires:
- (a) words importing the singular include the plural and vice versa;
- (b) words denoting a gender include all genders;
- (c) headings shall be ignored in construing the Agreement;
- (d) references to persons includes references to corporations and other bodies and entities; and
- (e) references to statutes include all statutes amending, consolidating or replacing such statutes.
1.3 If there is any inconsistency between the listing and these terms and conditions, then the listing shall prevail to the extent of that inconsistency.
2 Marketing and advertising
2.1 The Vendor wishes to generate business by attracting additional customers and promoting its products and services. The Vendor in conjunction with Small Ideas NSW will promote involvement in Small Ideas NSW through a minimum of one (1) Vendor Marketing channel such as but not limited to social media account/s or email direct marketing bi-annually or un-less otherwise agreed between parties.
2.2 In consideration of the Vendor providing the Offer(s) to Small Ideas NSW, Small Ideas NSW agrees to provide promotional exposure for the Vendor in the form of Offers contained in its Digital Membership. It is the responsibility of the Vendor to select the correct location catchment and category they wish to be promoted in.
2.3 The Vendor, its successors, and assigns, agrees to provide Offer(s) which may be included in Programs as determined by Small Ideas NSW. Offers may be published at any time with the intention to uphold all offers for the duration of their validity. The Vendor understands Small Ideas NSW may distribute all published Offers and that it is impossible to revoke, change or cancel Offers once they have been published. The Vendor agrees to honour all published Offers, without variations or restrictions unless stated in Offer Terms and Conditions until their stated expiration.
2.4 The initial promotional period of this Agreement shall be from the date set forth above, until the end of the last day of the twelfth month. The Agreement shall renew annually thereafter unless and until the Vendor or Small Ideas NSW elects to terminate this Agreement in accordance with clause 7 below. Notwithstanding the termination of this Agreement, the Vendor agrees to honour all published Offers without variations or restrictions of any kind until their stated expiration date.
2.5 The Vendor authorises Small Ideas NSW to use its name, logo, trademark, photos, etc. Small Ideas NSW also agrees to bear all expenses in the publishing, promotion, sales and distribution of its Programs
2.6 The Vendor grants to Small Ideas NSW an exclusive and royalty-free licence to use any material provided by the Vendor in relation to the Product/Service for promotional purposes including making the same available on or accessible via the website: www.smallideasnsw.com.au and any affiliate sites owned by Small Ideas NSW. The Vendor warrants that the reproduction and display of any such material does not infringe the intellectual property rights of any person.
2.7 The Vendor acknowledges access to the Listing Information Sheet via the vendor log in, which has been prepared on the basis of information/ responses the Vendor has submitted. The Vendor agrees that Small Ideas NSW may distribute the Listing Information to members as it sees fit.
2.8 Small Ideas NSW is excluded from all liability for any interruption or failure of any website owned or controlled by it. Small Ideas NSW has no obligation to upload or maintain marketing, promotional material or any content in respect of the product/service on any website owned or controlled by it. Inclusion of any content or material on any such website in respect of the Activity is at the sole discretion of Small Ideas NSW.
3 Insurance, licences and qualifications
3.1 The Vendor must at all times hold Public Liability Insurance (or overseas equivalent) for an amount not less than the amount specified in the listing in respect of the product/service, but in any event not less than $20,000,000.00 Australian Dollars. The Vendor represents and warrants that during the term of the Agreement it is not aware of any circumstances which would render that insurance invalid.
3.2 The Vendor represents and warrants that during the term of the Agreement it holds appropriate Workers Compensation Insurance (or overseas equivalent) and that it is not aware of any circumstances which would render that insurance invalid.
3.3 The Vendor represents and warrants that during the term of the Agreement:
- (a) it holds all applicable industry licences, accreditations, certificates and qualifications, national park permits or similar permits or licences as required under any applicable legislation or otherwise in accordance with standard industry practice or which would be held by a prudent operator of a product or service.
- (b) a current “first aid certified staff member” is present when required by applicable industry guidelines involving a material risk to participants, either as to death and /or serious or other injury;
- (c) all of the Vendor’s staff operating the product or service do so to a professional standard or industry practice and hold appropriate industry body recognised minimum training and qualifications to carry out all duties in connection with the Activity; and
- (d) "the accuracy of all information contained in the Listing Information Sheet.
3.4 The Vendor must not sub-contract performance of any its obligations under the Agreement. The Vendor represents and warrants that it does not enter into the Agreement as agent or as trustee for any person.
4.1 The Vendor indemnifies and holds harmless Small Ideas NSW, Small Ideas NSW officers, operators, agents and employees, against all losses, damages, liabilities, claims, demands and expenses (including, without limitation, legal costs and defence or settlement costs) in connection with any of the following:
- (a) any breach by the Vendor of its obligations under, or a representation or warranty made by the Vendor in relation to the Agreement;
- (b) any negligent or wrongful act or omission of the Vendor, or any of its personnel;
- (c) any workers compensation or other similar claim or liability under work health and safety legislation, made against Small Ideas NSW by or in relation to any person engaged by the Vendor to perform the work in relation to the Activity or the Agreement; and
- (d) any injury to persons and any loss or damage to Small Ideas NSW or third party property, real or personal caused by any negligent or wrongful act or omission of the Vendor or its personnel.
5 Mystery Shopping/Staff Familiarisation
5.1 Unless otherwise agreed or if it is operationally impracticable, the Vendor agrees to provide 2 (two) spaces (without charge) to Small Ideas NSW annually for the purposes of Small Ideas NSW allocating such space to one of its staff/ambassadors so that they may experience the product/service to increase their product knowledge and/or test/review listing.
6 Customer complaints and refunds
6.1 The Vendor acknowledges that Small Ideas NSW seeks feedback from its customers (members) and publishes testimonials. While Small Ideas NSW strives to keep complaints to a minimum, and take immediate action on all feedback submitted it is not responsible for any comment posted to a website or on any forum by a customer (member).
6.2 Small Ideas NSW will share customer feedback with the Vendor to assist in resolving the causes of customer dissatisfaction. However, in the instance of serious adverse client feedback regarding the product or service which Small Ideas NSW considers (acting reasonably) requires immediate remedial action from the Vendor, Small Ideas NSW reserves the right to immediately put the listing on hold until satisfactory resolution is reached.
6.3 The Vendor agrees to be courteous to all Digital Membership holders. In addition to honouring Offers, the Vendor shall at all times treat Digital Membership holders in a manner consistent with its treatment of all its other customers. The Vendor agrees that it shall not display any signs or other written material at its business or in connection with its business which is in any way inconsistent with or in breach of the Vendor’s obligations under this Agreement or damaging to Small Ideas NSW.
6.4 The Vendor understands that failure to honour Offers properly presented at all times during the Vendor’s normal business hours would cause irreparable harm to Small Ideas NSW for which monetary damages would be inadequate. Therefore, in addition to all other remedies Small Ideas NSW may have, Small Ideas NSW is entitled to the remedy of specific performance or injunctive relief (as appropriate) to compel the Vendor to comply with its obligations under the Agreement. Further, in the event that the Offer is not honoured properly, the Vendor will promptly reimburse the customer. The Vendor shall indemnify Small Ideas NSW with respect to all legal fees and costs incurred by Small Ideas NSW in the event of any breach of this Agreement by the Vendor.
7 Vendor Non Compliance
7.1 If the Vendor fails to comply in all respects with the provisions of this Agreement, varies or restricts the Offer(s), or withdraws from the Vendor Agreement without the consent of Small Ideas NSW then, without limiting Small Ideas NSW’s rights (including the right to claim additional damages, specific performance or injunctive relief), the Vendor will be liable to pay to Small Ideas NSW a sum representing reimbursement of the costs of Small Ideas NSW. To the extent that Small Ideas NSW seeks to recover damages from the Vendor over and above this liquidated sum, then such damages may include all costs Small Ideas NSW incurs of honouring the Offers for the term of this Agreement and mitigating any damage Small Ideas NSW has suffered, or may suffer, to its reputation.
8.1 The Vendor may terminate the listing through Small Ideas NSW’s Vendor Portal (deleting listing). Cessation of the listing is immediate however, the Vendor will uphold all offers valid until the stated expiration date or 30 days whichever shall be the later. At any time, Small Ideas NSW may terminate the Agreement by providing the Vendor with written notice that Small Ideas NSW will not exercise its option to include or publish Offers in any of its future Programs as of the date of the notice.
8.2 Either Small Ideas NSW or the Vendor may terminate the Agreement at any stage by providing the other party with 1 month’s written notice of such termination, or such other period as may be determined by signed written agreement. Obligations of each party incurred up to the date of termination will remain, including, without limitation, any outstanding offers to members.
8.3 A party may terminate the Agreement if the other party is in breach of the Agreement and fails to cure such breach within 14 days, notice, being given in writing by the party not in default to the other. Obligations of each party incurred up to the date of termination will remain, including, without limitation, any outstanding offers to members.
8.4 If, during the Term of the Agreement, the Vendor sells its business, changes its effective control of the business or ceases to trade, the Vendor shall, through the Vendor Portal on Small Ideas NSW website, give fourteen (14) days prior written notice of such change and also provide the name, address and contact details of the new owner. In the event of the sale or change of effective control of the business the Vendor must obtain a written covenant from the new owner to honour Offer(s) in accordance with this Agreement. The Vendor must provide Small Ideas NSW with a copy of the written covenant through the Vendor Portal on Small Ideas NSW website. Failure to do so will render the Vendor liable for all damages incurred by Small Ideas NSW as a result. This Agreement binds the Vendor’s successors, transferees and assigns.
9.1 If any goods and services tax (GST) is payable on any supply made by a party (supplier/vendor) to another party (recipient/purchaser) under or in connection with the Agreement, then the recipient/purchaser must pay to the supplier the amount of such GST (to the extent that it is not already specifically included) in addition to the consideration otherwise payable for the supply.
9.2 The supplier/vendor must provide the recipient /purchaser with a tax invoice in such form as will permit the recipient/purchaser to claim an input tax credit for the amount of such GST should it be so entitled.
9.3 If the recipient/purchaser is obliged to reimburse or indemnify the supplier/vendor for any amount paid or payable by the supplier/vendor to a third party (Third Party Payment), then:
- (a) the amount payable by the recipient/purchaser shall be reduced by the amount of any input tax credit to which the supplier/vendor is entitled in relation to the Third Party Payment; and
- (b) the recipient /purchaser will only be obliged to pay any applicable GST on that reduced amount.
10.1 The Vendor will not copy or use any of the Confidential Information, without the prior written consent of Small Ideas NSW.
10.2 The Vendor will take all reasonable steps to eliminate the risk of unauthorised disclosure of the Confidential Information
10.3 If the Vendor becomes aware of any unauthorised disclosure or misuse of the Confidential Information it will immediately notify Small Ideas NSW in writing of the full particulars of such disclosure or misuse.
10.4 The Vendor will not directly or indirectly in any manner whatsoever disclose to any other person any of the Confidential Information except where:
- (a) such disclosure is required by law (in which case such disclosure shall be limited to that required by law); or
- (b) such disclosure has been consented to by Small Ideas NSW in writing.
11.1 The Agreement will be governed by and construed in accordance with the laws of the State of New South Wales and the parties submit to the jurisdiction of the courts of such state.
11.2 The Agreement constitutes the entire agreement between the parties in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and replaced by the Agreement.
11.3 No waiver of any breach of the Agreement will be effective unless such waiver is in writing and signed by the party against whom such waiver is claimed. No waiver of any breach will be deemed to be a waiver of any other or subsequent breach.
11.4 Any provision of the Agreement which is prohibited or unenforceable will be read down to the extent required to render it enforceable or, if necessary, will be severed from the Agreement without invalidating the remaining provisions of the Agreement.
11.5 The Agreement binds and benefits the parties and their respective legal personal representatives, successors, and permitted assigns.
11.6 The provisions of the Agreement may not be varied unless in writing signed by the parties.
11.7 The Vendor must not assign or otherwise transfer or attempt to assign any right or obligation under the Agreement without the consent of Small Ideas NSW.
11.8 The Agreement binds and benefits the parties and their respective legal personal representatives, successors, and permitted assigns.
11.9 Unless the Agreement expressly provides otherwise:
- (a) each indemnity given under the Agreement is a continuing indemnity which shall survive the expiry or termination of the Agreement; and
- (b) a party may recover a payment under an indemnity given under the Agreement before it makes the payment in respect of which the indemnity is given.
Small Ideas NSW Image Release Consent
By providing the images to Small Ideas NSW you must agree that:
- You understand the terms and condition of Small Ideas NSW program;
- You own the copyright on all images provided to Small Ideas NSW;
- You give approval for Small Ideas NSW to distribute the image as part of its marketing and promotional activities for use including, but not limited to, its web sites, social media and marketing channels.
- You give Small Ideas NSW a non-exclusive and perpetual license to copy, use and further distribute your image/s through the Small Ideas NSW in relation to the product/service that it is attached to on the Small Ideas NSW database;
- Your image/s will be distributed where Small Ideas NSW believes benefit will be derived for members and stakeholders.
By giving permission for Small Ideas NSW to use your image/s, you are not relinquishing your copyright ownership.