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eRoam Pty Ltd Website Terms and Conditions

Last updated and effective as of April 2, 2024.

 

Thank-you for subscribing to use eRoam’s travel software as a solution service (“Software”). Our legal relationship with you is governed by the terms and conditions set out below (“Agreement”).  

If you are seeking a service requiring customisation, enterprise pricing, or for more than twenty users please contact us here eRoam Travel Technology – Contact – Get in Touch with Us as your contract should be on enterprise terms rather than the terms set out below.  

  1. PARTIES 

The parties to the Agreement are:  

  •  eRoam Pty Ltd ACN 609 719 486 of Level 5, 171 Collins Street, Melbourne 3000 (‘we’ ‘our’ ‘us’ or ‘eRoam’); and  
  • the individual or corporate body that has elected using the order form to enter in into this Agreement (‘you’ ‘your’ or ‘Customer’). 
  1. ACCESS 

Under this Agreement, in consideration for the fees that you have agreed to on the ‘pricing page’ section of the online order form’ (‘Fees’) we will provide you and the number of  authorised users that you have nominated on the online order form, with non-exclusive access to utilise the Software on the terms of this Agreement from the date on which you select ‘I agree’ on the online order form (‘Commencement Date’), until this Agreement (including any renewal period) either expires or is terminated (‘Term’).  

  1. AUTHORISED USERS  

Each employee that you have purchased a license for  using the online order form (or that you otherwise request in writing that we add to your subscription) (‘Authorised Users’) may access the Software subject to the limitations specified on the ‘pricing page’ of the online order form.  

Your Authorised Users use the Software on your behalf, and you must ensure that each Authorised User abides by the terms of this Agreement in their use of the Software. We are permitted to take any reasonable steps to audit your compliance (and your Authorised Users’ compliance with this Agreement) and you acknowledge that you will be liable for any breach of this Agreement by your Authorised Users as if you had committed the breach yourself. 

  1. SUBSCRIPTION  

The initial subscription period of this Agreement is 90 days. Upon expiry, the Agreement will be renewed automatically for a further 90 days, commencing on the day after the previous subscription period expires (‘Renewal Period’), unless the Agreement is terminated for convenience or breach in accordance with clause 13 of this Agreement.  

  1. FEES, SERVICE CHANGES, AND PAYMENTS  

We may adjust the Fees by giving you at least 30 days’ notice in writing before the Fee increase takes effect. If we propose to increase our Fees by more than 10% per annum, you may, by giving us a termination notice in writing at least 7 days prior to the proposed Fee increase taking effect, terminate this Agreement effective on the day before the Fee increase takes effect. 

All Fees are exclusive of taxes unless otherwise specified, and you acknowledge that you must pay GST, value added tax, or any sales tax, excise, or other taxes in relation to this Agreement (other than our income or property taxes). 

If you request a change to the scope of services under this Agreement (such as adding additional Authorised Users, APIs, add-ons), your Fees may be varied in accordance with the rates specified on the ‘pricing page’ of the order form or as otherwise notified to the Customer upon the variation request.  

Fees payable to us under this Agreement must be paid promptly in the manner that we, acting reasonably, direct from time to time. Generally, we require that Fees are paid by authorising us to make a direct debt or making payments.  

Subscription Fees are payable monthly in advance, commencing on the Commencement Date, and pro rata in relation to any part of a month during the Term.  

Booking Fees are payable monthly in arrears.  

All other Fees are payable on demand as set out in a validly issued tax invoice.  

You must pay your Fees without set-off, withholding or counterclaim. If you wish to dispute an invoice, you must pay the whole amount of the invoice, and contact accounts@eroam.com to address the disputed amount and request a refund.  

If you fail to pay any amount due in accordance with this Agreement:  

  • you will be required to pay interest on the unpaid amount, accruing daily from the date that payment was due, and continuing until the amount owed is paid, at the rate of 4% per annum above the rate prescribed by the Penalty Interest Rates Act 1983 (Vic); and  
  • we will be entitled to suspend or terminate the Agreement as set out in these terms, and you may lose all access to the Software temporarily or permanently. 
  1. CUSTOMER WARRANTIES  

You warrant that you will ensure that your Authorised Users do not do anything that you are not permitted to do under this Agreement, or fail to do anything which you are required to do under this Agreement.  

You warrant that you will only use the Software as a part of the usual operations of your business, and in accordance with the associated documentation provided to you.  

You warrant that you will ensure that your network and systems comply with the relevant specifications provided by eRoam from time to time, that you will be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and you acknowledge that we will not be liable for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the network connections or telecommunications links or caused by the internet.  

You warrant that you will not attempt to license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercialise, or make the Software and/or associated documentation provided by us available to any third party except your Authorised Users. 

You acknowledge that we own all existing and future intellectual property in the Software, including any APIs that we have created, and associated documentation (but excluding your data and your designs in Shop).  

You warrant that you will not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or associated documentation by any means.  

You warrant that you will not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software. 

Any improvement or modification that you make to the Software (or that any person makes on your behalf) is assigned to us effective immediately on creation (except for your designs in Shop)). You warrant that you will notify us immediately of any improvement or modification and do everything within your power to procure the effective assignment of any modification or improvement to the Software to eRoam.  

  1. SHOP 

If you use our Shop services under this Agreement, you will develop content and upload data using our portal.  

You own all existing and future intellectual property in the content that you upload, and we will not acquire any interest in your content or data.  

You warrant that you will not upload any content that is offensive, illegal, or presents a risk to our reputation, business, or the security of our systems (such as any viruses). You indemnify us in relation to any loss or damage that we incur, and release us from any loss or damage that you incur, as a result of any design, data, or other content that you publish or upload using Shop. 

You acknowledge that the Shop add-on is subject to this Agreement as part of the Software, and you warrant that you will abide by this Agreement in relation to eRoam Shop (including but not limited to: not making any modification or improvement to eRoam Shop, or otherwise attempting to reverse engineer or recreate eRoam Shop otherwise than in accordance with this Agreement).  

You also acknowledge that any failure to make payment of Fees, breach of your Customer Responsibilities (above), or other breach of this Agreement my result in your ability to publish using Shop or access to the content that you have developed using Shop being terminated or suspended in accordance with this Agreement. 

You acknowledge as part of the Software any issues with, or liability for, the performance or non-conformance of, or interruptions to, eRoam Shop, will be addressed in accordance with the relevant clauses of this Agreement, including but not limited to clause 6 (Customer Responsibility), clause 9 (Third Party Providers) and clause 10 (Performance, Support and Maintenance).  

You acknowledge that we will not be liable to you for any loss or damage that we incur, and release us from any loss or damage that you incur, as a result of your use of eRoam Shop otherwise than in accordance with the associated documentation provided to you or this Agreement. 

  1. FURTHER WARRANTIES  

The parties each warrant to the other, in relation to themselves and their own agents, that entering into, and performing this Agreement does not and will not violate or conflict with or result in a breach of any of the terms, conditions, duties or obligations owed to any third party; or any other rights (including intellectual property rights) of any third party. 

We warrant that eRoam is the lawful owner or licensee of the Software, noting that the Software may connect to third party software or systems using APIs or other similar connections and those software or systems are not part of the Software and are not owned by eRoam.  

  1. ACCESS TO THIRD PARTY PROVIDERS  

You may be able to use the Software to access the content of third-party websites or systems. We do not endorse or approve of any content, product or service of any third party provider. We make no representations as to the content of those websites or systems, and we are not liable in any way in relation to any loss incurred, transaction completed, or contract entered into, between the Customer and a third party. 

You warrant to us that, any personal information that you provide us to us (such as your names, addresses, or passport numbers of your clients) has been collected in accordance with your obligations under the Privacy Act 1988 (Cth). If you provide us with the personal information that you have collected from your clients, you acknowledge that we may provide that information to our third-party suppliers, and you indemnify us against any loss that we incur or claim that is made against us as a result of any breach of this clause.  

  1. PERFORMANCE, SUPPORT AND MAINTENANCE  

This Agreement relates to an ‘out of the box’ software service. We make no warranty that the Software will meet the customer’s particular requirements, or that the Software will perform error free or without interruption.  

If the Software does not conform with the associated documentation in any material manner or otherwise perform in accordance with a promise that we have made, we will use our reasonable endeavours (at our own expense) to correct the performance error. To the full extent permitted by law this will be the Customer’s sole and exclusive remedy in relation to the performance of the Software. 

You can access technical support and report a malfunction at https://support.eroam.com. Our QA team will assess reports and categorises each incident. We will use our reasonable endeavours to respond as follows::  

  • Critical Incidents (e.g. issues preventing the user from completing bookings): by close of business on the next business day containing resolution or meaningful update and estimated time for resolution. 
  • High Priority Incident (e.g. intermittent instability issues causing interruptions in the booking process or a problem with a specific supplier API): by close of business on the second business day after the report containing resolution or meaningful update and estimated time for resolution. 
  • Medium Priority Incident (e.g. issues affecting secondary functionalities or performance, causing some inconvenience but not hindering core operations, such as occasional slow loading times for non-essential pages or features): by close of business four business days after the report with resolution or meaningful update and estimated time for resolution. 
  • Low Priority Incidents (e.g. issue(s) affecting secondary functionalities or performance, causing some inconvenience but not hindering core operations, such as occasional slow loading times for non-essential pages or features): by close of business on the tenth business day after the report containing resolution or meaningful update and estimated time for resolution.   

Business days are any day other than a weekend or public holiday that banks are open in Melbourne, Australia, and help desk hours are between 9.30AM and 9.30PM Indian Standard Time.  

  1. LIMITATION OF LIABILITY  

To the fullest extent permitted by law, our total aggregate liability in respect of any claim for loss or damage in connection with this Agreement or the use of the Software or Shop add on, (other than personal injury and death), howsoever arising, will be limited to the Fees paid by the client in the previous 12 months before a claim is made.  

To the extent permitted by law, our liability to you will be reduced by your acts, omissions, (including, but not limited to, providing incorrect information, and using the Software otherwise than as intended), or failure to mitigate loss, which contribute to the loss or damage claimed.  

  1. SUSPENSION 

Without limiting our other rights under this Agreement, we may immediately upon giving you written notice, suspend your (and your Authorised Users) right to access or use any part of the Software if we determine that you or your Authorised Users: 

  • have contravened any applicable laws;   
  • pose a security risk to our system or any third party or otherwise subject eRoam or to any third party liability;  
  • may adversely impact the systems reputation, goodwill or other interests of eRoam or any of our other customers; 
  • commit breach the terms of the Agreement (including regarding payment of Fees); or 
  • you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding (‘Insolvency Event’). 

You will be required to pay the costs we incur in relation to suspension of your access under this Agreement, but you will not be required to pay Fees in relation to any period during which your access to the Software has been suspended, and you will still be entitled to terminate this Agreement during any period of suspension. 

  1. TERMINATION  

You may terminate this Agreement for convenience by giving us 90 days notice.  

If you (or your Authorised Users), do anything that would permit us to suspend your access to the Software in accordance with clause 12 of this Agreement (except for an Insolvency Event) and you fail to remedy the issue within 30 days of receiving a notice requesting rectification from us, we will be entitled to terminate this Agreement by giving you a notice of termination, effective on the date contained in that notice. If we fail to rectify a material breach of this Agreement that we have committed within 30 days of receiving a notice requesting rectification from you, you will be entitled to terminate this Agreement by written notice to us.  

Either party may immediately terminate this Agreement by giving written notice to the other party in the event of an Insolvency Event of the other party, effective immediately prior to the Insolvency Event.  

  1. FOLLOWING TERMINATION 

Upon termination of this Agreement, each party must return all data, materials and other properties of the other held by it and must pay any amount owed to the other party. Upon termination of this Agreement your access, (and your Authorised Users access) to the Software will cease, and you must destroy any copy of the Software, any improvements or modifications to the Software, and must not make any attempt to continue to access the Software (with the exception of your content and designs uploaded or published through Shop).  

For the avoidance of doubt, upon termination, you (and your Authorised Users) will lose access to the Shop add-on, and therefore may lose access to any content developed, stored or published using Shop, and we will have no liability for any loss, damage or interruptions to your business caused as a result of your loss of access to that content.  

The parties agree that this clause 14 will survive termination of this Agreement, and that damages may not be an adequate remedy for breach or threatened breach of this clause, and either party will be entitled to seek injunctive relieve to prevent the disclosure of confidential information.  

Upon expiry or termination of this Agreement, each party must promptly return or destroy any confidential information of the other party and all information that is the property of the other party and must provide a certificate signed by a director of the recipient to the other party confirming the destruction of the relevant information.  

  1. CONFIDENTIAL INFORMATION  

If either party receives material that it agreed to be confidential, or is by its nature confidential, in connection with this Agreement (including any trade secrets or information relating to the conduct of the other party’s business), that party must take reasonable steps to safeguard the information and must not disclose it or assist or permit any person to use it, except in accordance with this Agreement or as otherwise agreed in writing.  

A recipient of confidential information must only disclose to a third party on a ‘need to know basis’ or with consent of the disclosing party, and the recipient must ensure that any persons to whom the confidential information is given is bound by confidentiality obligations (whether contractual or professional) consistent with this clause. 

  1. GENERAL TERMS 
  • This Agreement may be varied unilaterally by us upon giving you 120 days written notice of the proposed variation, or otherwise by agreement in writing between the parties.  
  • This Agreement is subject to applicable laws, and any provision which is incapable of exclusion shall be read down to the extent of any inconsistency.  
  • The parties expressly agree that these terms are governed by and construed in accordance with the laws of, and the parties submit to the non-exclusive jurisdiction of, the courts of State of Victoria, Australia. 
  • The Customer must not assign this Agreement or any of its rights, duties or obligations hereunder, without the prior written consent of eRoam. 
  • The paragraph headings in this Agreement do not form part of this Agreement An obligation of two or more persons binds them separately and together.  
  • No term or provision hereof will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. 
  • In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms. 
  • The terms and conditions of this Agreement regarding confidentiality, indemnification, payment and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect.  
  • Any notice or other communication hereunder must be in writing addressed to the other party at the addresses first noted and will be deemed delivered either upon hand delivery against receipt or upon mailing by certified mail, return receipt requested or by telecopy with evidence of delivery. 
  • Nothing herein will at any time be construed to create the relationship of employer and employee, partnership, principal and agent, or joint venturers as between the Customer and eRoam resources. 
  • This Agreement constitutes the entire agreement between eRoam and the Customer in relation to this subject matter, and supersedes all prior agreements, representations, proposals, discussions and communications, whether oral or in writing. This Agreement may only be modified by an instrument in writing signed by an officer of both Parties.