Optus Dining

Restaurant Partner Agreement & Program Terms

 

  1. THE PROGRAM
    1.1. Edge Loyalty Systems Pty Ltd, ACN 138 299 288, having its registered office at Level 1, 500 Chapel Street, South Yarra VIC 3141 – Australia (“ELS”) manages a new dining program on behalf of one of Australia’s leading telecommunication companies (“the Telco”) with effect on or around 11 September 2019 (the “Program”);
    1.2. Participation in the Program is by invitation only by ELS.
    1.3. Under the Program, valid customers of the Telco will be able to book an available table at your restaurant/s during regular trading hours via a dedicated booking portal managed by ELS (“Booking”);
    1.4. Bookings will only be available for one, two, three or four customers per Booking;
    1.5. Each customer dining under a Booking will receive a complimentary entrée, a small plate from your existing menu or a chef’s special (an “Appetiser”) with the purchase of a main meal or with a minimum spend of $50 AUD per guest (including GST);
    1.6. The nature of the Appetiser will be determined by you and a choice does not need to be provided to the customer;
    1.7. Program bookings will be provided to the Restaurant Partner at no cost via email;
    1.8. You will not be charged any commission to participate in the Program;
    1.9. The only cost to be borne by the Restaurant Partner will be in relation to the provision of the Appetiser as described in clause 1.5.
  2. YOUR COMMITMENT
    You must:
    2.1. Accept or decline, in a timely manner, booking requests made via the ELS managed booking portal for the Program, sent to you via email;
    2.2. Offer a complimentary Appetiser, at your own cost, for each valid customer dining in your restaurant/s as part of the Program under a Booking;
    2.3. Inform and train your staff members about the Program; and
    2.4. participate in the Program without restriction, during your normal opening periods (except in case of proven unavailability) and treat each Telco customer in the same manner as any other customer who has ordered a service comparable to that offered as part of the Program.
    2.5. The Restaurant Partner is responsible for all customer service relating to or arising from its participation in the Program, including, without limitation, management of customer claims, complaints, requests, recourses or litigation;
    2.6. The Restaurant Partner is responsible for the collection, accounting for and remittance of all taxes applicable to participation in the Program;
    2.7. The Restaurant Partner shall provide ELS text and images about the Restaurant to appear on the ELS managed portal for the Program;
    2.8. The Restaurant Partner shall provide an image representing the complimentary Appetiser that it shall provide as part of the Program;
    2.9. The Restaurant Partner authorises ELS and its related entities to reproduce, use and display the Restaurant Partner’s trade-marks, logos, images, restaurant name and any other marketing tool in all media, related promotional or advertising materials or activities to market the Program and your restaurant’s involvement with the Program.
    2.10 You warrant that all material you provide to ELS shall not infringe the rights of any third party. You indemnify ELS against any claims which may be brought against ELS for an infringement of intellectual property rights of any third party or by ELS’s use of the materials provided by you under clauses 2.8 or 2.9 of this Agreement.
  3. TERM AND TERMINATION
    This Agreement is effective on or around 11th September 2019 (“Effective Date”) for an initial term of 6 months (“Initial Term”). The Term may be automatically renewed by ELS for a successive six-month period upon 30 days’ notice in writing, via email. At any time, ELS may terminate this Agreement by giving written notice to the Restaurant Partner in the event that: (a) the Restaurant Partner commits a breach of an obligation or warranty or any provision of the Program under this Variation and is unable to or fails to rectify the breach within seven days of written notice being given to the Restaurant Partner requiring rectification; (b) the Restaurant Partner makes any insolvency related assignment for the benefit of creditors generally or makes any composition with creditors or if any action or proceedings in relation to insolvency are taken against the Restaurant Partner and are not dismissed or discharged with 30 days of commencement of such action or proceeding or if the and are not dismissed or discharged with 30 days of commencement of such action or proceeding or if the Restaurant Partner effects the voluntary or compulsory liquidation of assets (other than for the purpose of reconstruction or amalgamation); or
    (c) ELS terminates the Program for any reason in its discretion. The Initial Term and any subsequent extension shall be individually and collectively referred to as the “Term”. b) the Restaurant Partner makes any insolvency related assignment for the benefit of creditors generally or makes any composition with creditors or if any action or proceedings in relation to insolvency are taken against the Restaurant Partner and are not dismissed or discharged with 30 days of commencement of such action or proceeding or if the and are not dismissed or discharged with 30 days of commencement of such action or proceeding or if the Restaurant Partner effects the voluntary or compulsory liquidation of assets (other than for the purpose of reconstruction or amalgamation); or
    (c) ELS terminates the Program for any reason in its discretion. The Initial Term and any subsequent extension shall be individually and collectively referred to as the “Term”. and are not dismissed or discharged with 30 days of commencement of such action or proceeding or if the Restaurant Partner effects the voluntary or compulsory liquidation of assets (other than for the purpose of reconstruction or amalgamation); or
    (c) ELS terminates the Program for any reason in its discretion. The Initial Term and any subsequent extension shall be individually and collectively referred to as the “Term”.
  4. EXCLUSIVITY
    You must not directly or indirectly participate in any dining related program for any telecommunications company operating in Australia, except with the prior written consent of ELS.
  5. REPRESENTATIONS AND WARRANTIES
    The Restaurant Partner represents and warrants that it has the capacity and all the powers required to make and execute this Agreement in every respect.
  6. LIABILITY
    ELS shall in no case be liable in the event of (i) any prejudice, loss or damage caused by any customers to the Restaurant Partner or by the Restaurant Partner to customers, (ii) use by ELS of intellectual property provided under clauses 2.8 and 2.9.
  7. CONFIDENTIALITY
    Each Party must not disclose the contents of this Agreement without the consent of the other Party, unless required to do so by law. Each of the Parties agree that except as required by law, the terms of this Agreement be kept confidential and neither Party will:
    (a) disclose to any third party any secret or confidential information of the other; and
    (b) use or reproduce the other Party’s confidential information except as permitted by or as necessary to perform this Agreement;
    (c) disclose to any party prior to the Effective Date the name or nature of the Program, or identity of the Telco partner;
    (d) share Program details that are not already available in the public domain, with any other party.
    Despite any other provision of this Agreement, this Clause survives the expiry or termination of this Agreement
  8. MISCELLANEOUS
    8.1 Entire Understanding – This Agreement supersedes all prior representations, arrangements, understandings and agreements between the Parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the Parties relating to the subject matter of this Agreement.
    8.2 Variation – The provisions of this Agreement will not be varied, except by agreement in writing signed by both Parties.
    8.3 Relationship of the Parties – This Agreement does not constitute a partnership, agency, or any other legal relationship between the Parties other than that of supplier and purchaser of services for value.
  9. GOVERNING LAW AND JURISDICTION
    This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Victoria.