Tour Guide
Terms and Conditions

Foodies Local Guides Limited - Terms and Conditions – For Vendors

This is an agreement between Foodies Local Guides Limited (“FLGL”) and the third-party Host specified above (“You”). This agreement comes into effect on the date noted above. The terms contained in the account opening form and these general terms record the agreement between the parties.
FLGL provides a platform for third-party vendors (including you) to offer certain deals, coupons and discounts to FLGL Members. The terms set out in this agreement regulate how Tour s will be made to FLGL Members by the Vendor. 
1. Scope of Services
1.1 Foodies Local Guides is an online marketplace offered by FLGL that enables registered users and certain third parties to offer services (“Tours”) on the FLGL Website and to communicate and transact directly with FLGL Members that are seeking to book such Tours. 
1.2 As the provider of the FLGL Website, FLGL does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Tours. Hosts alone are responsible for their Tours. When FLGL Members make or accept a booking with a Host, they are entering into a contract directly with each other. FLGL is not and does not become a party to or other participant in any contractual relationship between Members. FLGL is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
2. Offering and Booking Tours
2.1 If you wish to offer a Tour to FLGL's Members on the Website, you must: 
(a) complete any account creation and/or identification verification required by FLGL; and
(b) provide details of the same to FLGL for approval. FLGL's can approve or reject any such Tour it is sole discretion.
2.2 You are solely responsible for setting a price (including any taxes if applicable) for your Tour (“Tour Fee”). Once a FLGL Member requests a booking of your Tour, you may not request that the FLGL Member pays a higher price than in the booking request.
2.3 Once the terms of your Tour being offered to FLGL's Members are agreed with FLGL, the parties will formally record and agree the terms of the Tour including:
(a) the terms of the Tour and the exact services that will be offered as part of the Tour;
(b) any intellectual property that will form part of the Tour including your Marketing Materials
2.4 Once a Tour is accepted by FLGL and posted to the Website, you will not be entitled to cancel the Tour or vary its terms (including the Tour Fee) without FLGL’s prior written approval (which will not be unreasonably withheld).
2.5 Once a Tour becomes live on the Website, FLGL will:
(a) notify you of any bookings made for the Tour by FLGL Members;
(b) collect payment of the Tour Fee from FLGL Members who have agreed to buy the Tour;
(c) email or otherwise make available:
(i) a voucher or coupon to the relevant FLGL Member who has fully paid for a Tour; or
(ii) an electronic confirmation to the relevant FLGL Member who has paid for a Tour  
2.6 Upon receipt of a booking confirmation from FLGL, a legally binding agreement is formed between you and the relevant FLGL Member who has booked the Tour subject to any additional terms and conditions that may apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Tour. FLGL will collect the Tour Fee at the time of the booking request. 
3. Marketing Of Tours
3.1 As soon as reasonably practicable following the terms of an Tour being agreed, you must provide FLGL with the Marketing Materials for the Tour. 
3.2 Upon receipt of the Marketing Materials, FLGL will prepare an advertisement for the Tour to be displayed on the Website as FLGL considers appropriate. FLGL may make any changes to the Marketing Materials that it considers necessary to ensure consistency in design with other advertisements on the Website.
3.3 FLGL will advertise and promote the Tour on the Website by using the relevant Marketing Materials. In doing so, FLGL:
(a) will publish your Marketing Materials on the Website;
(b) may at any time withdraw and/or refuse to publish any Marketing Materials on the Website without incurring any liability to you if FLGL reasonably believes (irrespective of whether the Marketing Materials have been approved by FLGL) that the Marketing Materials may make FLGL or you liable to any complaint, claim or proceedings by any third party.
3.4 FLGL will not be liable to you for any delay or failure to advertise or promote an Tour where such delay or failure arises out of or is in connection with a failure by you to approve a draft version of the Marketing Materials before the agreed start date of the relevant Tour.
3.5 Any terms and conditions included in your Tour, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Tour.
3.6 When you accept or have pre-approved a booking request by a FLGL Member, you are entering into a legally binding agreement with the FLGL Member and are required to provide your Tour to the FLGL Member as described in your Tour when the booking request is made. You also agree to pay the Service Fee and any applicable taxes.
4. Redemption of Tours by FLGL Members
4.1 If a FLGL Member presents a valid voucher, coupon or electronic confirmation of purchase to you for a Tour, you agree you will: 
(a) provide the relevant goods and/or services that comprise the Tour to the FLGL Member in accordance with this Agreement and the terms of the Tour agreed with FLGL;
(b) provide any normal after sales service and support in respect of the relevant goods and/ or services provided to the FLGL Member;
(c) deal with any complaint or dispute raised by a FLGL Member in relation to the Tour or goods or services provided under the Tour.; and
(d) comply with your obligations in accordance with any applicable laws in your local jurisdiction in respect of the provision of those goods and services.
4.2 If you refuse or fail to honour any voucher, coupon or electronic confirmation of purchase of a Tour and FLGL considers that you had no reasonable cause to do so:
(a) FLGL may at its sole discretion withhold from the Net Tour Fees any amount otherwise payable to you in respect of the relevant Tour for as long as FLGL believes is necessary so that FLGL can refund any amounts to the relevant FLGL Member(s) that they may be legally entitled to or otherwise to protect FLGL’s legitimate business interests. Any such funds withheld may be refunded to the FLGL Member by FLGL at FLGL’s sole discretion and you will not make any claim against FLGL for such refunded amounts;
(b) You will indemnify FLGL against all costs (including credit agency costs and legal costs on a solicitor client basis), losses, damages and expenses incurred by FLGL arising out of or in connection with your failure to honour the terms of the Tour;
(c) FLGL reserves the right to deduct claims and costs related to any Tour against any amounts payable to you on any other Tour booked by any other FLGL Member.
5. Changes to Bookings, Cancellations and Refunds
5.1 You and the relevant FLGL Member that has booked the Tour are responsible for any modifications to a booking made via the Website ("Booking Modifications"), and you agree to pay any additional Service Fees and/or taxes associated with such Booking Modifications
5.2 You agree that: 
(a) a FLGL Member is entitled to cancel its booking at any time prior to seven (7) days prior of the date for the delivery of the Tour and receive a full refund from FLGL; and
(b) where a FLGL Member cancels its booking within 7 days of the date of delivery of the Tour, no refund will be paid and FLGL agrees to pay you the Net Listing Price.
5.3 FLGL will not be liable for any costs or losses suffered by you due to cancellations by any FLGL Member.
6. Compliance
6.1 You must comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that 
(a) neither you nor your Tour are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and 
(b) you are not listed on any U.S. Government list of prohibited or restricted parties.
6.2 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available
7. Your Relationship with FLGL
7.1 If you choose to use the FLGL Website as a Host, your relationship with FLGL is limited to FLGL providing you with certain marketing, promotion and payment processing services detailed in these Terms. The relationship is one of FLGL proving the services to you and not one of an independent, third-party contractor, nor an employee, agent, joint venturer or partner of FLGL for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of FLGL. 
7.2 FLGL does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Tour. You acknowledge and agree that you have complete discretion whether to list or offer any Tour.
8. Fees and Charges
8.1 In consideration of FLGL providing the Services, FLGL will be entitled to charge you a fee equal to 20% commission of the total amounts payable for the relevant Tour Booking (“Service Fee”).
8.2 Subject to the terms of this Agreement, in particular clause 4.2, FLGL will pay you the Net Listing Price within 10 working days after the date you provide the Tour to the Guest.
8.3 In respect of any Tour, the parties agree that the time of supply for GST purposes of the Services by FLGL will occur on the purchase of a Tour by the relevant FLGL Member via the Website. 
8.4 FLGL is not responsible for collecting, reporting or remittance of any tax in relation to sales you make via the Website, with the exception of the GST on FLGL’s commission invoice. 
8.5 All invoices and amounts owing to FLGL that are outstanding will become automatically due on the date that this Agreement is terminated.
8.6 FLGL reserves the right to change the Service Fee at any time on notice, and will provide you with adequate notice of any Service Fee changes before they become effective. Such changes to the Service Fees will not affect any bookings made via the Website the prior to the effective date of the fee change.  
8.7 If you do not terminate your Agreement with FLGL before the date that any changes to the Service Fees are to become effective, your continued access to or use of the Website will constitute acceptance of the revised Service Fees.
8.8 All sums payable under this Agreement are exclusive of GST.
9. Intellectual Property 
9.1 All Intellectual Property Rights in, the Website and any and all information displayed on the Website and generated through its use is and remains FLGL’s (and FLGL’s licensors’) property. You agree that you will not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
9.2 You grant FLGL a non-exclusive, royalty-free licence to use, copy, modify and publish your Intellectual Property Rights associated with any Tour including the Marketing Materials, to enable FLGL to discharge its obligations under this Agreement and to promote the Tour , the Website and FLGL’s business. 
9.3 If you provide FLGL with any ideas, comments or suggestions relating to the Website or FLGL’s business (“Feedback”):
(a) all Intellectual Property Rights in the Feedback, and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by FLGL; and
(b) FLGL may use or disclose the Feedback for any purpose.
10. Confidentiality
10.1 Each party must, unless it has the prior written consent of the other party:
(a) keep confidential at all times the Confidential Information of the other party; 
(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
(c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with the confidentiality obligations under this Agreement.
10.2 The obligation of confidentiality in this clause does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
(b) required by law (including under the rules of any stock exchange);
(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
(e) by FLGL if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
11. Warranties
11.1 You will immediately notify FLGL if at any time you consider that you will not be able to carry out your obligations under a Tour and the reason for such non-performance. For the avoidance of doubt, any notice given under this clause will not relieve you of the performance of your obligations under this Agreement. If FLGL receives notice under this clause or otherwise considers that you may not be able to carry out your obligations under a Tour (whether or not that Tour has been purchased by any FLGL Member), then FLGL may give notice to you of its intention to immediately terminate this Agreement if you cannot reasonably show to FLGL (within a reasonable time) that you are able to carry out such obligations.
11.2 FLGL will not be responsible for any warranty claims and any of your obligations relating to any goods and/or services provided under any Tour or your business more generally.
11.3 You acknowledges that FLGL may act as agent for any other Tour vendors and may promote and facilitate such other vendors’ Tours, including any Tours that are the same as or similar to the Tours you offer.
11.4 You must ensure that any information contained within a Tour (including any normal non-discounted price and/or regular price) is true and correct, and does not materially differ from the price that you usually charges for the provision of those goods or services in the ordinary course of your business. You warrant that any Tour and/or any information supplied to FLGL does not mislead or deceive or is likely to mislead or deceive, or breach any applicable law or regulation including but not limited to the Fair Trading Act 1986.
11.5 You will indemnify FLGL against all costs, losses, damages and expenses incurred by FLGL arising out of or in connection with any breach of the warranties in this clause 11.
12. Limitation of Liability
12.1 You warrant that any services supplied pursuant to this Agreement comply with all laws and regulations in their local jurisdiction and all consumer protection legislation in New Zealand. You agree to promptly provide valid, correct and complete evidence of compliance to FLGL upon request.
12.2 You agree to fully and promptly cooperate with FLGL and any regulator to address any concerns in relation to the services.
12.3 You will indemnify FLGL against all costs, losses, damages and expenses incurred by FLGL arising out of or in connection with a breach of the warranty in this clause 12, any fault or defect in goods or services provided by you to a FLGL Member, and (without limitation) the cost of any refunds provided to FLGL Members, damage to property, and death and personal injury.
12.4 The parties agree that the services provided by FLGL pursuant to this agreement are supplied for the purpose of a business and as between FLGL and the Vendor: 
(a) the provisions of the Consumer Guarantees Act 1993 do not apply; and 
(b) you are receiving the services provided by FLGL pursuant to this agreement ‘in trade’ for the purposes of the Fair Trading Act 1986 and as such agree that:
(i) Sections 9, 12A, 13, or 14(1) of the Fair Trading Act 1986 do not apply; and
(ii) It is fair and reasonable that the parties are bound by this provision
12.5 You acknowledge that the services provided by FLGL pursuant to this agreement are provide are based on the information you provide to FLGL and agrees that:
(a) You will ensure that the information you have provided is complete, accurate, and up-to-date. If you are uncertain about what information to provide in response to any questions or query from FLGL, you will seek appropriate advice from a third party of your choice;
(b) FLGL is not responsible for the accuracy, relevance, or significance of any information obtained from third parties;
(c) FLGL is not responsible for checking the accuracy, relevance, or significance of any information provided by you to FLGL.
12.6 To the fullest extent permitted by law, FLGL will not be liable whether in contract, tort (including negligence) or otherwise for any loss of profits, or indirect or consequential loss or damage, suffered or incurred arising out of or in connection with this Agreement 
12.7 At all times, FLGL’s liability to you under this Agreement is limited to the value of the Service Fee (exclusive of GST and third party charges) paid to FLGL by you in the three month period prior to the liability arising.
13. Term and Termination
13.1 FLGL may terminate this Agreement immediately if you: 
(a) commit a material breach of this Agreement; 
(b) cease operations, become subject to any form of insolvency or external administration; or 
(c) in FLGL’s opinion, bring FLGL into disrepute.
13.2 Either party may terminate this Agreement at any time by giving 10 Working Days’ prior written notice to the other party.
13.3 On termination of this Agreement each party will continue to perform its obligations in respect of any Tours that have already been purchased by a FLGL Member that have not yet been provided by you to the relevant FLGL Member as at the date of termination.
14. Governing Law
14.1 These Terms will be interpreted in accordance with the laws of New Zealand without regard to conflict-of-law provisions. The New Zealand Courts have jurisdiction for the resolution of any judicial proceedings.
15. Resolution Of Disputes
15.1 If the parties are unable to resolve any question, dispute of difference arising under this agreement firstly by discussion and negotiation, then by mediation, the dispute must be submitted to the arbitration of a single arbitrator agreed on between the parties, or in default of agreement, to be nominated by the president of the New Zealand Law Society provided however that either party has the right to refer any dispute to the Disputes Tribunal for determination where the total amount in respect of which an order of the Tribunal is sought does not exceed $15,000.00.
16. General
16.1 FLGL reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Website. We will also provide you with notice of the modifications by email at least 10 working days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. 
16.2 We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Website will constitute acceptance of the revised Terms.
16.3 If FLGL fails to enforce any terms or to exercise its rights under these terms and conditions at any time, it has not waived those rights. 
16.4 If any term of this agreement is illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, legislation or other provisions having the force of law or any decision of any court or other body or authority having jurisdiction, such term will be deemed to be deleted from this agreement on condition that if either party considers that any such deletion substantially affects or alters the commercial basis of this agreement it may give notice in writing to the other to terminate this agreement.
16.5 Any notice given pursuant to this Agreement must be in writing (whether by email, facsimile or otherwise) and sent to the principal place of business of the other party.
16.6 No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach.
16.7 This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings.
16.8 You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of FLGL.
16.9 Unless any provision in this agreement expressly provides otherwise, these terms and conditions are not intended to confer a benefit on any person or class of person who is not a party to it.
16.10 Neither party will be liable to the other for any delays or non-performance of its obligations under this Agreement due to force majeure conditions including an act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, or other supplies, labour disputes of whatever nature and any other reason beyond our control provided that the party seeking to reply on the provisions of this clause has taken all reasonable steps to minimise any loss, damage or delay resulting from a force majeure event.
16.11 In these terms, the following terms have the following meanings:
(a) “FLGL Commission” means the commission at rates as agreed between the parties on any sale to FLGL Members payable by the Host in consideration for FLGL providing the various services to the Host detailed in this Agreement;
(b) “Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property 
(c) “Marketing Materials” means any text, picture, graphics or information provided by the Host for the promotion of the Tour on the App;
(d) “Merchant Fees” means any fees or charges charged by the payment processing provider on that are payable by the Host to FLGL as notified from time to time;
(e) “Tour ” means an Tour from the Host to FLGL Members to purchase via the Website certain of the Vendor’s goods and/or services; 
(f) “Net Sales Proceeds” means Total Revenue less:
(i) FLGL Commission
(ii) Merchant Fees
(g) “Total Revenue” means the total revenue received by FLGL in relation to a particular Tour from FLGL Members purchasing Tour s via the App;
(h) “FLGL” means Foodies Local Guides Limited together with its staff, agents, subcontractors and people acting on its behalf;
(i) “Vendor” means the customer as detailed in the attached Cover Sheet.
(j) “Tours” may include the offering of guided or unguided food tours or experiences, single or multi-day activities in various categories and/or access to unique events and locations
(k) “Website” means any web or phone application made available by FLGL for the FLGL Members to use to purchase Tours; 
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