The EzTenda Platform is made available by EzTenda Australia Pty Limited (ACN 672 882 370) and our affiliated companies (“ EzTenda ”, “ us ”, “ our ” or “ we ”) to you (“ Venue ”, “ you ” or “ your ”) subject to these Terms of Service and the Privacy Policy. Please read these Terms of Service carefully before you use the EzTenda Platform. By using the EzTenda Platform, you agree to become bound by these Terms of Service and the Privacy Policy as updated from time to time, whether you are using the EzTenda Platform as a guest or a user with an EzTenda account (including any demo EzTenda account).
1. The EZTENDA DIGITAL MARKETPLACE
1.1 The EzTenda Platform is a digital marketplace that allows you to create tenders for drinks and other goods with Venues. We do not take possession of any drinks or any other goods listed on the EzTenda Platform.
1.2 You are responsible for and warrant that all information you provide to us and the Brands and upload on the EzTenda Platform will be accurate, complete and up-to-date. To the fullest extent permitted by law, you acknowledge that we have no control over and cannot guarantee:
(a) the truth, accuracy, reliability or completeness of content published on the EzTenda Platform by Brands, Venues or any other third parties;
(b) the legality or safety of any goods advertised or listed on the EzTenda Platform;
(c) the ability of Brands or their wholesalers to sell the goods or the existence of those goods;
(d) the ability for you to pay for goods or that you will receive delivery of any goods; or
(e) that you and a Brand will complete a successful tender.
1.3 We provide the EzTenda Platform on an “as is” basis. To the fullest extent permitted by law, we do not make or give any express or implied representations, conditions or warranties in relation to the EzTenda Platform, including that it will operate uninterrupted, be free from defects or viruses or meet your requirements. You acknowledge that the EzTenda Platform may be unavailable for periods of time (scheduled or unscheduled) for maintenance, updates or upgrades and that we do not represent or warrant that the EzTenda Platform will meet any “uptime” or “availability” targets.
2. ACCOUNTS
2.1 In order to access the EzTenda Platform, you will need to have an EzTenda account or a demo EzTenda account. If you do not have an EzTenda account, you can create one here. Please use your EzTenda account details to log in to the EzTenda Platform.
2.2 You are responsible for choosing an appropriate username and password for your EzTenda account and for keeping the password secure. EzTenda representatives will not ask you for your password and you should not reveal it to anyone.
2.3 You are responsible for the acts of your employees, agents and representatives and you are liable for all charges incurred on your EzTenda account (whether incurred by you, your employees or contractors or otherwise). You will take reasonable steps to prevent unauthorised access to or use of the EzTenda Platform and will notify EzTenda promptly of any actual or suspected loss, theft or unauthorised use of your EzTenda account. EzTenda is not liable for any activity or unlawful or unauthorised access of the EzTenda Platform.
2.4 You represent and warrant that you (and your employees, agents and representatives) are at least 18 years old and are of legal age and have the legal right and authority to operate as a Venue and to form a binding contract with EzTenda. If you do not meet these requirements you must not create an EzTenda account or use the EzTenda Platform. You must not use the EzTenda Platform if you are legally prohibited from accessing or using the EzTenda Platform or otherwise legally prohibited from buying, selling or consuming alcohol under the laws of the country in which you are a resident or from which you access or use the EzTenda Platform.
2.5 If you also wish to use the EzTenda Platform as a Brand:
(a) you must use a separate EzTenda account to the account you use as a Venue;
(b) we may request further information from you and to ask you to demonstrate your status as a Brand and a Venue and if we are not satisfied we reserve the right to suspend or terminate one or more of your accounts;
(c) you warrant and represent that you will not seek to access or use information about any other participants on the EzTenda Platform (e.g. other drinks venues or Brands and/or wholesalers) for any purpose except creating (through your Venue account) and bidding on (through your Brand account) tenders; and
(d) you agree to indemnify EzTenda in full for any loss, cost or damages suffered by it as a result of any breach of this section or non-permitted use of other participants’ information or data.
3. ACCEPTABLE USE AND CONDUCT
3.1 When using the EzTenda Platform you will not remove any proprietary notices or use it for any purpose other than its intended purpose stated in clause 1.1. You must not take any action or use the EzTenda Platform in any way that might: (a) bring EzTenda into disrepute; (b) affect the ability of EzTenda to provide the EzTenda Platform; (c) be illegal or encourage or permit illegal activities; (d) be libellous, misleading or defamatory; (e) breach or circumvent any laws or our policies as published on the EzTenda Platform from time to time; (f) infringe any third party’s rights (including intellectual property rights); (g) involve threats or incites violence towards individuals or entities; or (h) engage in or promote hate speech or discrimination;
3.2 You agree not to enter into any supply arrangement with a Brand who uses the EzTenda Platform, outside of the EzTenda Platform for any product category and listing type you tender for on the EzTenda Platform, for the period starting from the start of a tender listing until 1 month after the tender listing period start date.
3.3 Except as expressly described in these Terms of Service, you must not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the EzTenda Platform; or access the EzTenda Platform in order to build a product or service which competes with the EzTenda Platform or any other product or service offered by EzTenda from time to time or use or derive any information or data from the EzTenda Platform for any purpose except for tendering.
3.4 We may, at our sole discretion, limit the bandwidth and number of downloads/uploads for the EzTenda Platform or restrict usage limits where reasonably required from time to time.
3.5 As part of the EzTenda Platform, you may store data on EzTenda’s servers or those of our third parties. You should ensure that this data is not in breach of any applicable law and does not breach any individual’s data protection or privacy rights. You agree to indemnify EzTenda in full for any loss, cost or damages suffered by it as a result of your use or misuse of the EzTenda Platform, except to any extent that EzTenda caused such loss, cost or damages.
4. DRINKS LISTING AGREEMENTS
4.1 You warrant and represent that you have the legal right and authority to purchase the drinks or any other goods you invite tenders for on the EzTenda Platform.
4.2 When you create a tender you must not:
(a) duplicate your tender or any of its requirements, unless to legitimately procure additional goods;
(b) seek to obtain fraudulent or illegally acquired goods;
(c) seek to obtain any counterfeit goods or goods that infringe a third party’s intellectual property rights;
(d) manipulate or influence the price of goods offered to you or another member of the EzTenda community; or
(e) interfere with other venues’ tenders or bids by Brands on the EzTenda Platform.
4.3 You may amend or cancel a tender up until the point the first bid from a Brand is submitted, after which you cannot amend or cancel a tender unless otherwise agreed in writing by EzTenda. However, you are not compelled to complete a tender with a Brand.
4.4 When you create a tender, you may make use of a feature on the EzTenda Platform to set pre-conditions or special terms that apply to that tender (in addition to the drinks requirements), such as certain criteria a Brand must meet. You must use this feature in a way that is fair and non-discriminatory.
4.5 You acknowledge that your tender may appear in some search results in different orders and that the sort order is not determined by you. The factors that may influence the sort order of your listing include, but are not limited to: your and/or the Brand’s location; the quantity and value of your listing/s; end date and/or time of the listing; browsing site history; your ratings; compliance with our policies, including these Terms of Service and the Privacy Policy.
4.6 A Brand may include its standard contract for sale or other terms and conditions that it proposes to apply to a transaction by notifying this to you in writing by uploading a copy with its bid on the EzTenda Platform.
4.7 If your tender is successful, the EzTenda Platform will issue you a Drinks Listing Agreement. You and the Brand may choose to enter into additional commercial and legal terms to govern the purchase of the products sourced in the tender.
5. FEES AND PAYMENT
5.1 There is no fee for you to create a tender on EzTenda provided:
(a) you choose at least one winner per tender;
(b) if you do not choose a winner on a tender then you rate all the bids and close the tender within 7 days of the tender end date; or
(c) you do not breach clause 3.2. If your actions do not fall within (a), (b) or (c), then we reserve the right to charge you AUD $500 per tender as a hosting charge.
5.2 Certain aspects of the EzTenda Platform may incur a fee. If you elect to use paid aspects of the EzTenda Platform, you agree to the pricing and payment listed by EzTenda, which we may update from time to time. We may add new services or features, or amend the Fees or charges for existing services, at any time, on notice to you, at our sole discretion.
5.3 When you enter complete a successful tender as recorded in a Tender Record (i.e. you procure drinks or other goods from a Brand directly or their wholesalers on the EzTenda Platform), you will need to enter into a separate contract and/or arrangements for sale between you and the Brand or their wholesalers. EzTenda is not a party to that transaction and is not involved in any transaction between you and a Brand. Any contract for the sale of goods is directly between you and the Brand or their wholesalers.
6. LIMITING OR TERMINATING ACCESS TO THE PLATFORM
6.1 We look forward to providing you with access to and use of the EzTenda Platform for so long as you wish to have it. However, there are some circumstances under which your access or use of the EzTenda Platform may be limited or suspended or your EzTenda account may be terminated to protect the security and integrity of the platform and/or to preserve the value of the EzTenda Platform, including if:
(a) in our reasonable opinion, you may be infringing the rights of third parties (including intellectual property rights);
(b) we believe you do not have the legal right or authority to purchase the drinks or any other goods you invite tenders for on the EzTenda Platform;
(c) you commit a material breach (or your actions are likely to result in a material breach) of these Terms of Service;
(d) we learn that you have not met the full requirements of the Drinks Listing Agreement (including cancelling your agreement with the Brand or not making full payment to the Brand);
(e) we reasonably consider that your acts or omissions may threaten the security of the EzTenda Platform or any third party, including the distribution of any malicious malware or viruses;
(f) in our reasonable opinion, you are rude or abusive towards other members of the EzTenda Platform or a member/s of the EzTenda community; (g) you harvest or collect information about the prices, strategy or data of other members of the EzTenda community without their consent;
(h) you use data scraping (or similar automated extraction tools) to extract information from the EzTenda Platform;
(i) you fail to pay any fees or other charges as and when they are due and payable;
(j) you are located in or your use of the EzTenda Platform takes place in or will take place in any territory in which it is not permitted under local law or you or any of your owners, employees, agents or representatives are on any of the HM Treasury Sanctions List, the OFAC Sanctions List, the EU Consolidated List of Sanctions or the UN Sanctions List; or
(k) in our reasonable opinion, we consider it necessary given your past, current or anticipated behaviour, conduct, acts or omissions.
7. THIRD PARTY CONTENT
7.1 You may access content or links provided by third parties (including Brands and their licensors) in your use of the EzTenda Platform. You will not remove any third party’s copyright notices or other identifier. EzTenda is not responsible for any content or links provided by any third party. If you believe that any third party content you access through the EzTenda Platform is in breach of any law, regulation or third party’s rights you should notify EzTenda in writing at info.au@eztenda.com.
8. INTELLECTUAL PROPERTY
8.1 You acknowledge that all intellectual property rights in the EzTenda Platform belong to EzTenda, its licensors or (if applicable) the Brands. You will not acquire any rights to the EzTenda Platform (or the intellectual property rights contained in it) from your use of the EzTenda Platform, other than as expressly described in these Terms of Service.
8.2 Subject to your compliance with these Terms of Service, including where applicable, payment of fees owed by you to us, we grant you a limited, non-exclusive, non-transferable licence to view, access and use the EzTenda Platform for such time as it is made available by us strictly in accordance with these Terms of Service.
9. COLLECTION AND USE OF YOUR DATA
9.1 In order to access the EzTenda Platform, you may be required to provide information about yourself, such as your name, address and billing details. Our Privacy Policy explains how we treat your personal data and protect your privacy when using our services. Any such information you provide to EzTenda must always be accurate, correct, up-to-date and comply with our Privacy Policy.
9.2 You agree that EzTenda may make available your personal information, such as your name and email address, to Brands for the purposes of processing your transactions. You acknowledge and agree that we may provide your details to a credit reporting agency or a third-party provider for the purposes of conducting credit checks, assessing your risk of default, as part of our “know your client” checks or for other regulatory reasons. EzTenda may disclose any or all personal data and contents you have sent, posted or published if required to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
9.3 You agree that we can collect and use Usage Data to: identify errors in the EzTenda Platform and monitor usage statistics for further development or implementation of improvements; and/or to compile statistical and performance information. You agree that we can incorporate or use any suggestions, enhancements, recommendations or other feedback received from you (either directly or indirectly) into the EzTenda Platform or any other EzTenda goods or services.
10. LIMITATION OF LIABILITY
10.1 To the maximum extent permitted by law, EzTenda excludes and will not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for any: indirect or consequential loss; loss of profits; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill; or loss of or corruption to data. EzTenda’s total liability in contract, tort (including negligence), breach of statutory duty or otherwise for any claims arising under or in connection with this agreement is limited to AUD $500.
10.2 You acknowledge that any goods or services purchased by you are provided to you by a Brand or their wholesalers subject to any terms and conditions separately agreed between you and that Brand or their wholesalers. To the fullest extent permitted by law, you acknowledge that EzTenda will have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise to you in respect of any such transactions.
10.3 Nothing in these Terms of Service will exclude or limit EzTenda’s liability for: death or personal injury caused by the negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.
11. CHANGES TO THE EZTENDA PLATFORM OR THESE TERMS
11.1 We aim to continually improve the delivery and content of the EzTenda Platform and accordingly may make changes to the EzTenda Platform from time to time. New features may be added, but we may also modify or discontinue (temporarily or permanently) components of the EzTenda Platform, in part or in whole. We may occasionally make changes to these Terms of Service and will notify you of material changes via email or notification to your EzTenda account. If EzTenda does make changes to these Terms of Service, all changes will go into effect at the time we post the updated Terms of Service on our website. Tenders underway at the time when any changes are posted on the website will be governed by the earlier terms until their completion. Your continued use of the EzTenda Platform will be taken to be acceptance of any amended Terms of Service.
12. GENERAL
12.1 These Terms of Service are governed by the laws of New South Wales, Australia and any dispute will be heard by the courts in New South Wales, Australia. You may not assign your rights under these Terms of Service and any attempted assignment will be void from the beginning. Failure by EzTenda to enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties original intent or be severed from the agreement and the remaining portions will remain in full force and effect. The terms of these Terms of Service reflect the entire agreement between the parties with respect of the subject matter. Any notices should be sent by registered post to EzTenda, Level 11, 60 Castlereagh Street, Sydney, NSW 2000.
13. DEFINITIONS
13.1 Brand: any person or organisation listed with EzTenda as a drinks brand.
13.2 EzTenda Platform: the digital marketplace located at www.eztenda.com (or such other location as notified by EzTenda) where drinks listings are tendered-as-a-service between venues and drinks brands.
13.3 Drinks Listing Agreement: means the record of the successful bid in any tender between the Brand and you and includes details on the Products purchased and any other requirements specified in the tender.
13.4 Privacy Policy: EzTenda’s privacy policy (as updated from time to time) which can be found here.
13.5 Terms of Service: the terms and conditions set out in these terms of service (as updated from time to time).
13.6 Usage Data: data and information relating to or arising from your use of the EzTenda Platform, including data regarding the listing, advertising, purchasing or selling of goods, duration, consistency and manner of your access or use of the EzTenda Platform, your performance or ratings and other statistical information.