Terms and Conditions

Foodies Local Guides Limited - Terms and Conditions – FLGL Member Terms

These terms set out the agreement between Foodies Local Guides Limited (“FLGL”) and any FLGL Member (“You” or “FLGL Member”) being any party using the FLGL platform to book hosted tours. These terms apply to any tour you book through the FLGL platform.
1. Scope of Services
1.1 Foodies Local Guides is an online marketplace offered by FLGL that enables registered users (“FLGL Members”) and certain third parties who offer services (Members and third parties who offer services are “Hosts” and the services they offer are “Tours”) to publish such Tours on the FLGL Website and to communicate and transact directly with 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, they are entering into a contract directly with the Host and not FLGL. FLGL is not and does not become a party to or other participant in any contractual relationship between the FLGL ember and the Host. FLGL is not acting as an agent in any capacity for any Host.
1.3 FLGL provides Hosts with certain marketing, promotion and payment processing services only. The relationship is one of FLGL proving the services to the Host and FLGL is not an independent, third-party contractor, nor an employee, agent, joint venturer or partner of the Host. By suing the Website you acknowledge that any Host is acting exclusively on its own behalf and for its own benefit, and not on behalf, or for the benefit, of FLGL. 
2. Terms for FLGL Members 
2.1 Subject to meeting any requirements (such as completing any verification processes) set by FLGL and/or the Host, FLGL Members can book a Tour available on the Website by following the respective booking process. All applicable fees, and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Tour. You agree to pay the Total Fees for any booking requested in connection with your FLGL account.
2.2 Upon receipt of a booking confirmation from FLGL, a legally binding agreement is formed between you and your Host, subject to any additional terms and conditions of the Host that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Tour. FLGL will collect the Total Fees at the time of the booking request or upon the Host’s confirmation pursuant to the Payments Terms. 
2.3 If you book a Tour on behalf of additional FLGL Members , you are required to ensure that every additional guest meets any requirements set by the Host, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Host. If you are booking for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in any Tour if accompanied by an adult who is responsible for them.
2.4 At your sole discretion you may want to inform the Host of any medical or physical conditions, or other circumstances that may impact your and any additional guest’s ability to participate in any Tour. In addition, certain laws, like the minimum legal drinking age in the location of the Tour, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in any Tour. 
2.5 Before and during any Tour you must at all times adhere to the Hosts’ instructions.
2.6 You may not bring any additional individuals to a Tour unless such an individual was added by you as an additional guest during the booking process on the Website. 
3. Redemption of Tour s by FLGL Members
3.1 Upon presentation of a valid vouch, coupon or electronic confirmation of purchase to the relevant Host for an Tour, the Host will: 
(a) deliver or provide the goods and/or services under the Tour to you in accordance with this Agreement and the terms of the Tour agreed with you.
(b) provide any normal after sales service and support in respect of the relevant goods and/ or services provided to you;
(c) deal with any complaint or dispute raised by you in relation to the Tour or goods or services provided under the Tour; and
(d) comply with its obligations in accordance with the laws of New Zealand in respect of the provision of those goods and services including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
3.2 If the Host refuses or fails to honour any Tour you must notify FLGL. If FLGL considers that the Host has no reasonable cause to do so:
(a) FLGL may at its sole discretion withhold from the Net Sales Proceeds any amount otherwise payable to the Host in respect refund any amounts to you. Any such funds refunded to you by FLGL will be at FLGL’s sole discretion and the you will not make any claim against FLGL for such refunded amounts.
4. Changes to Bookings, Cancellations and Refunds
4.1 You and the relevant Host that is providing your Tour are responsible for any modifications to a booking made via the Website ("Booking Modifications"), and you agree to pay any additional fees and/or taxes associated with such Booking Modifications
4.2 You are 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. However, where you cancel your booking within 7 days of the date of delivery of the Tour, no refund will be paid and any funds so paid will become the property of FLGL.
4.3 FLGL will not be liable for any costs or losses suffered by you due to cancellations or modifications.
5. Intellectual Property 
5.1 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.
5.2 Confidentiality
5.3 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.
5.4 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 5.1.
6. Warranties
6.1 If a Host consider that it will not be able to carry out its obligations under a Tour and advises FLGL of the same and the reason for such non-performance, we will advise you via email. 
6.2 Where a Host cancels a Tour, we will provide you with a full refund of the fees associated with booking the Tour. 
7. Limitation of Liability
7.1 FLGL accepts no responsibility for any costs, losses, damages and expenses incurred by you arising out of or in connection with you use of the Website, the actions of any Host, any Tour or cancellation by any Host, or any fault or defect in goods or services provided by the Host to you via the Website or Tour. Without limitation the cost of any refunds provided to FLGL Members
7.2 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, damage to property, death or personal injury. suffered or incurred by you arising out of or in connection with your use of the Website, any Tour or anything arising from this agreement.
7.3 At all times, FLGL’s liability to you under this Agreement is limited to the value of any fees (exclusive of GST and third party charges) paid by you for the relevant Tour. 
8. Term and Termination
8.1 FLGL may terminate this Agreement immediately if the Host commits a material breach of this Agreement, cease operations, becomes subject to any form of insolvency or external administration, or in FLGL’s opinion, brings FLGL into disrepute.
8.2 Either party may terminate this Agreement at any time by giving 10 Working Days’ prior written notice to the other party.
8.3 On termination of this Agreement each party will continue to perform its obligations in respect of any Tour s that have already been purchased by a Guest that have not yet been provided by the Host to the Guest as at the date of termination.
9. Governing Law
9.1 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.
10. Resolution Of Disputes
10.1 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.
11. General
11.1 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. 
11.2 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.
11.3 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. 
11.4 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.
11.5 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.
11.6 No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach.
11.7 This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, commitments and/or writings.
11.8 You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of FLGL.
11.9 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.
11.10 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.
11.11 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; 


For full Tour Guide Terms and Conditions, click here.
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