Wholesale Supplier Terms and Conditions

1. Scope of Agreement 1.1. Parties to the Agreement Wholesale Supplier Terms and Conditions This agreement, including where applicable Schedule 1 Wholesale Rates Contract and any other schedules is entered into between Helloworld Services Pty Limited (ABN 85 124 719 508) of Level 10, 338 Pitt Street, Sydney NSW 2000 ( Helloworld or We ) and You or Supplier. 1.2. Background (c) 1.3. Services Helloworld is a company that is related to and services the Travel Distribution Group. The Supplier carries on the business of a wholesale supplier of travel related products and services. The Supplier will supply products and/or services to Helloworld and Helloworld will arrange for the sale of these products and/or services by the wholesale businesses in the Travel Distribution Group and the Resellers, on behalf of the Supplier, on the terms and conditions contained in this document. The Supplier appoints Helloworld as its agent, on a non-exclusive basis to sell, distribute, market, promote and advertise the Supplier s products and/or services throughout the world for and on the Supplier's behalf for the Term subject to, and on, the terms and conditions of this agreement. The Supplier acknowledges and agrees that Helloworld may appoint other agents (including the Travel Distribution Group) to sell, distribute, market, promote and advertise the Supplier s products and/or services throughout the world for and on the Supplier's behalf and that such agents may also appoint other sub-agents to sell, distribute, market, promote and advertise the Product in the Territory for and on the Supplier's behalf. 1.4. Definitions Commencement Date means the date the Supplier s products and services are uploaded into the Online Contracting System. Customers means any individual customer who purchases or obtains any of the Supplier s products or services, whether through the Travel Distribution Group or a Reseller. Helloworld Contract Manager means the online contract management software of Helloworld, which will include the Supplier s details and inventory of Supplier s products and services. Helloworld Reservation System means the system that Helloworld operates for booking products and services by Customers which varies from time to time. Online Contract Document means the document that a Supplier will complete and return 1

to Helloworld and which will include the Supplier s full details including the specific products and/or services that will be supplied as well as the rates at which they will be supplied pursuant to this Agreement. Personal Information has the meaning given in applicable Privacy Law from time to time, and includes any information or opinion in any form, whether recorded or not, about an identified individual or an individual who is reasonably identifiable. Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth). Reseller means wholesale or retail resellers which Helloworld, or any of its Related Bodies Corporate contract with, for the sale of the Supplier s products and services to Customers on behalf of the Supplier. Supplier s Products and/or Services are those products and/or services supplied to Helloworld or the Travel Distribution Group including those that are uploaded by, or on behalf of a Supplier into the Helloworld Contract Manager. Travel Distribution Group means Helloworld Travel Limited ABN 60 091 214 998 and includes all of its Related Bodies Corporate and networks. Term means the term of this agreement as set out in clause 7. You and Supplier means a wholesale supplier including but not limited to a hotel operator, tour operator, or a car rental operator that supplies products and/or services to Helloworld for distribution by Helloworld, the Resellers or the Travel Distribution Group to the Customers, on behalf of the Suppler, and whose details will be included in the Online Contract Document. 1.5. Acceptance by the Supplier of these Terms: The Supplier is deemed to accept these terms and conditions on the date that the Supplier s products and services are uploaded into Helloworld Contract Manager (whether uploaded by the Supplier or by Helloworld (or any of its Related Bodies Corporate) on behalf of the Supplier, or supplied in any other way to Helloworld). 2. Bookings and Payments 2.1 Helloworld will notify the Supplier of a booking made by a Customer according to the agreed notification schedule. Subject to sub-clause 2.4, the Supplier acknowledges and agrees that it will not be entitled to payment of any deposits received by Helloworld from the Customers on account of a booking. The Supplier will guarantee all bookings confirmed through the Helloworld Reservations System. 2.2 If the Supplier fails to provide the booked service for any reason, including overbooking by the Supplier, the Supplier must provide all Customers that have confirmed bookings with alternative service of equal or superior classification with the same facilities and any travel costs to and from such service. In addition, the Supplier agrees to pay applicable compensation as stipulated by consumer protection laws and regulations in the marketplace in which the Customer was booked. 2.3 Where booking messages contain special requests, the Supplier may use its own discretion to fulfil those requests at no extra cost to the Customer. 2

2.4 Payment on Invoice: Helloworld will pay the Supplier s correctly rendered invoices within 30 days from the date of its receipt by Helloworld. Invoices may only be issued by the Supplier to Helloworld for a booking upon a Customer s utilisation of booked services and/or products. Invoices must include the Customer s name and the full booking reference number (eg. AU/123456). 2.5 Payment by Virtual Credit Card (VCC): At the time of booking, Helloworld will allocate the Supplier a single use VCC number which must be used upon check out or completion of the service. 2.6 Invoices will not be accepted for payment by Helloworld if received by Helloworld more than four months from the date of utilisation of the relevant product/and or service by a Customer. 2.7 Invoices for no-show or cancellation charges must be accompanied by a copy of the original booking request. 2.8 The Supplier must send all invoices to the addresses listed in Schedule 2. 2.9 The Supplier authorises Helloworld to set off any amount owed to Helloworld against any and all amounts owed by the Supplier under this Agreement provided that an invoice or demand has been made under this Agreement and provided that the amount sought to be set off is not the subject of the dispute. Any exercise by Helloworld of its rights under this clause will be without prejudice to any other rights or remedies available to Helloworld under this agreement or at law. 3. Supplier s Obligations in respect of Products and Services 3.1 The Supplier will provide detailed and accurate product information to Helloworld by completing and submission of the Helloworld Online Contract Document via the personalised link provided by Helloworld. 3.2 The Supplier shall ensure that all of its products and/or services are provided to Customers exactly as stated or described in the products and/or services description. 3.3 The Supplier will provide adequate compensation to Customers should the standard or service provided differ from the stated standard or service, and must also offer alternative arrangements at an equal or better standard for the remainder of the Customer s booking. 3.4 The Supplier agrees that all of its products and/or services offered will be available at all times and any withdrawal, whether temporary or permanent, of any of these must be advised in writing immediately to Helloworld. 3.5 The Supplier shall ensure that there are adequate fire and safety precautions and procedures in order to enable immediate evacuation of Customers in the event of any emergency and that all staff are properly trained for such emergencies for products and/or services that involve accommodation or the Customer staying at facilities. The Supplier will also maintain the highest possible standards of hygiene at its facilities if the services and products offered include facilities. 3.6 Helloworld may, at its discretion and upon consultation with the Supplier, visit and inspect the Supplier s facilities (if any) at a reasonable time by prior appointment. The Supplier will cooperate with these visits and provide assistance as may be necessary. The Supplier 3

undertakes to implement all reasonable recommendations made within the timeframe reasonably specified by Helloworld. 3.7 Where the provision of any form of transportation is included in the services provided by the Supplier, the Supplier undertakes that the vehicle/s (which includes any form of water, land, or air transport) used is/are large enough to comfortably and safely accommodate the number of persons to be transferred and all their luggage; that all luggage is secured properly; that the drivers (officer/s in charge, pilots) are qualified, experienced and have relevant licences; and that the vehicle/s is/are safe; comply with all the applicable local laws and regulations; and is/are covered by the applicable marine, aviation or motor vehicle comprehensive and statutory insurance. 3.8 The Supplier must ensure that the services and products supplied: will at all times be of a high standard of cleanliness, in full working order, safe for occupation, fit for purpose, and properly maintained and operated at all times; are safe for use by the Customers and that no Customer suffers any damage or injury of any nature as a result of the use of the services or products; and (c) comply at all times with all applicable national, local, trade and other laws, regulations and codes of practice including those relating to fire, hygiene, the transportation of Customers and other safety and other standards applicable to the products and/or services provided. 3.9 The Supplier undertakes to provide the highest level of quality and service to Customers at all times. In the event of a complaint, the Supplier undertakes to provide a detailed response to Helloworld within 14 days from the date of receipt from Helloworld. 4. Insurance and Indemnity 4.1 The Supplier must notify Helloworld immediately if it becomes aware of any incident involving serious injury or death or the risk of serious injury or death to any Customer. 4.2 During the Term, the Supplier must take out and maintain valid and enforceable insurance policies as set out below. Policy Type Scope Coverage Public and product liability insurance Workers compensation insurance Property insurance Covering the Supplier and all Customers against any liability to any party arising out of or in connection with this agreement. Covering the Supplier for any claim against it by any person employed by the Supplier who is involved in the provision of services in relation to this agreement. Covering the Supplier for any loss of or damage to any property used directly or indirectly in relation to this agreement For an insured amount of not less than A$10 million* per occurrence or any other amount agreed to between the parties For an amount necessary to cover any potential liability under statute and at common law For the full replacement value of the property *Amount insured may be reviewed for smaller Tour operators by mutual agreement. 4

4.3 The insurance policies must be primary without any obligation of contribution by Helloworld or any insurance affected by Helloworld or by any company in the Helloworld Distribution Group. 4.4 If required by Helloworld, the Supplier must produce evidence of the insurance affected and maintained in accordance with sub-clause 4.2. 4.5 The Supplier must defend and indemnify Helloworld, the Travel Distribution Group, all of their employees, officers, contractors or agents (other than the Supplier) ( Indemnified Parties ) against any loss, liability or damage (including legal costs on a full indemnity basis) suffered by or a claim made against any of the Indemnified Parties arising directly or indirectly from: the negligence, breach of warranty or any other terms of this Agreement by the Supplier or any of its agents, employees, officers or contractors; or the supply of any of the Supplier s products and/or services to any third party including to a Customer pursuant to this Agreement, except to the extent that such loss or claim is caused by Helloworld s negligence or breach of this Agreement. 5. Subcontracting 5.1 Where the Supplier subcontracts any or part of the services supplied or obligations under this Agreement, including in relation to clause 6, the Supplier must ensure that the subcontractor complies with this Agreement, including but not limited to the insurance and indemnity requirements. 5.2 The Supplier shall pay or ensure payment of all statutory superannuation contributions and other employment charges relating to the provision of such subcontractors. 5.3 The Supplier will be responsible for all acts and omissions of its subcontractors as if they were acts or omissions of the Supplier. The entry by the Supplier into a subcontract will not relieve the Supplier from liability for performance of its obligations under this Agreement. 6. Privacy 6.1 (Permitted use) The Supplier must not, directly or indirectly, use, disclose or otherwise handle or process (Process) any Personal Information of Helloworld Customers or personnel except to the extent necessary to provide the Supplier s Products and/or Services or otherwise in accordance with Helloworld's written instructions. 6.2 (Compliance with Privacy Law and directions) The Supplier must comply with the Australian Privacy Act 1988 (Cth) including the Australian Privacy Principles, the New Zealand Privacy Act 1993 (if applicable), any other applicable privacy and data protection laws, regulations, codes and guidelines (Privacy Law), and all reasonable directions of Helloworld or any of its Related Bodies Corporate in relation to the Processing of the Personal Information. 6.3 (Protection of Personal Information) If the Supplier collects or has access to any Personal Information, the Supplier must ensure that it and its personnel, take all reasonable steps, including appropriate technical and organisational measures, to keep that Personal Information confidential, and to protect that Personal Information, including against misuse, loss or interference, from unauthorised access, modification or disclosure, and from accidental or unlawful destruction. 6.4 (Permitted overseas transfers) Unless authorised by Helloworld in writing, the Supplier may 5

only transfer or disclose, or permit the transfer or disclosure of Personal Information to any location outside of Australia or New Zealand (including for the purposes of storage or backup) to the extent necessary to provide the Supplier's Products and/or Services under this agreement and subject to the Supplier ensuring that the Personal Information is Processed and protected in accordance with this agreement and Privacy Law. 6.5 (Compliance with EU Privacy Law, if applicable) To the extent that Helloworld or any of its Related Bodies Corporate, or the Supplier or any of its Related Bodies Corporate, are subject to Privacy Law applicable in the European Economic Area (the EEA), the Supplier agrees that: it will enter into and execute additional terms to be incorporated into this Agreement with Helloworld in relation to the Processing of Personal Information that is subject to such Privacy Law, including in relation to the transfer of Personal Information outside of the EEA, to comply with the applicable EEA Privacy Law; and it will incorporate such terms into its contracts with its subcontractors. 6.6 (Notification of breaches and complaints) The Supplier must without delay notify Helloworld if any of the following events occur, or if the Supplier has reasonable grounds to believe any of them have occurred: any unauthorised access to or disclosure or modification of, any misuse or loss of, any interference with, any event that causes denial of access to, or any accidental or unlawful destruction of, any Personal Information (Data Breach) and if such a Data Breach is notifiable under Privacy Law then it must notify Helloworld immediately; any complaint about its Processing of any Personal Information; or (c) any breach by the Supplier (or its personnel or subcontractors) of any of the obligations under this clause 6. 6.7 (Directions re breaches and complaints) If any of the events in clause 6.6 occur, or either party has reason to believe that any of those events have occurred, Supplier must: promptly comply with all reasonable directions given and provide all information and assistance reasonably requested by Helloworld in relation to the event; and. take all reasonable steps to contain and remedy the Data Breach, to mitigate any likelihood of serious harm from it and to prevent a similar Data Breach in the future. 6.8 (Disclosure of Data Breach) The Supplier acknowledges and agrees that: Helloworld is solely responsible for determining if a Data Breach is likely to result in a real risk of serious harm to any of the individuals to whom the Personal Information relates; and it must not disclose to any third party (including any government agency) the existence or circumstances of any Data Breach or this clause 6 without the prior written approval of Helloworld (not to be unreasonably withheld). 6

7. Term and Termination 7.1 This agreement will remain in force from the Commencement Date and will continue for a period of one year with an automatic renewal of successive periods of one year unless terminated under clause 7.2. 7.2 This agreement may be terminated at any time by either party: by giving at least 60 days notice in writing to the other party; or by giving immediate written notice if the other party: i. appoints a receiver, receiver and manager, administrator, liquidator or controller, or is unable to pay its debts or ceases to carry on its business; or ; ii. breaches a material term of this Agreement and fails to remedy that breach within 30 days after receiving written notice requiring it to do so; or iii. breaches any provisions of this agreement which is not capable of remedy. 7.3 Upon the termination or expiry of this Agreement (whichever is the earlier), the Supplier must immediately pay to Helloworld all amounts outstanding as at the time of termination or expiry and the Supplier must honour all bookings existing as at the time of such expiry or termination, except as otherwise determined by Helloworld in its absolute discretion and advised to the Supplier. 7.4 On termination or expiry of this agreement, any right to use, copy or disclose the Relevant Personal Information ceases, and unless otherwise directed by Helloworld, the Supplier must promptly and permanently destroy all copies of the Relevant Personal Information in accordance with applicable Privacy Law and certify this in writing to Helloworld on Helloworld's request. 7.5 Termination of this agreement will not affect the accrued rights or liabilities of either party as at the date of termination. The confidentially, indemnity, tax and insurance provisions will survive termination of this agreement. 8. Confidentiality 8.1 The parties will keep the Confidential Information of the other party confidential and neither party will make any statement, announcement or other disclosure of any nature without the prior written consent of the other party. 8.2 A party may only use the Confidential Information of the other party for the purposes of complying with the terms of this agreement. 8.3 The parties acknowledge that Confidential Information does not include information that: is in the public domain (other than as a result of a breach by a party of its obligations under this agreement); or is required to be disclosed by law or the rules of stock exchange. 8.4 For the purpose of this clause, Confidential Information means the terms of this agreement and all information of a party that is clearly marked by the discloser as confidential or reasonably understood to be confidential. 7

9. Taxes 9.1 Each respective Supplier is responsible for all local applicable taxes (including any value added tax, goods and services tax, all taxes applicable to its employees and its own contractors and subcontractors, and government taxes and charges) if any. Helloworld is only responsible for Taxes applicable in its own jurisdiction for its own supply of services. Helloworld will accept the Contract Rate quoted as inclusive of all applicable local taxes and is not liable for a tax or charge that is later assessed and levied by the relevant tax or government authority with respect to services. 10. General 10.1 Waiver: If a party: has a right arising from another party s failure to comply with an obligation under this agreement; and delays in exercising or does not exercise that right, that delay in exercising or failure to exercise is not a waiver of that right or any other right. A right may only be waived in writing, signed by the party waiving the right. 10.2 Assignment: Neither party may assign or attempt to assign or otherwise transfer any right or obligation arising out of this agreement without the prior written consent of the other party, except that Helloworld may assign this agreement to any Related Body Corporate without consent. 10.3 Compliance with law: The Supplier must comply with all applicable local laws, regulations and codes of practice relating to the products and/or services supplied pursuant to this agreement, including without limitation those relating to competition law and consumer protection, tax, transportation of Customers, fire, health and safety regulations. 10.4 Jurisdiction: This agreement is governed by the laws applicable in the state of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that state. 10.5 Entire agreement: This agreement including its schedules and any attachments: (c) constitutes the entire agreement between the parties as to its subject matter; in relation to that subject matter, supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party; and may only be amended in writing signed by both parties. 10.6 Unenforceability: If part or all of any clause of this agreement is illegal, invalid or unenforceable: (c) it will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable, but if that is not possible it will be severed from this agreement and the remaining provisions of this agreement will continue to have full force and effect, and the parties will attempt to replace that severed part with a legally acceptable alternative clause that meets the parties' original intention in relation to the subject matter severed. 8

10.7 No disadvantage: No rule of construction will apply in the interpretation of this agreement to the disadvantage of one party on the basis that that party put forward or drafted this agreement or any provision of this agreement. 10.8 Counterparts: This agreement can be executed by counterparts. 10.9 Inconsistency: If there is any inconsistency between any of the terms of this agreement, the order of priority for the purpose of construction is: (c) the clauses of this agreement; then the Schedules; then any other attachments. 10.10 Relationship of the parties: Nothing in this Agreement or any associated circumstances gives rise to any relationship of joint venture, partnership or employer and employee between Helloworld and the Supplier or any personnel of the Supplier. The relationship between the parties is that of principal and agent. 10.11 Force Majeure: Neither party shall be liable to the other for any failure to perform its obligations pursuant to this Agreement, if such failure is due to, without limitation, any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party (in each case referred to herein as Force Majeure ). If either party is affected by Force Majeure, it shall immediately notify the other party in writing of the circumstances constituting the Force Majeure and shall keep that party fully informed of their status and of any relevant change of circumstances whilst such Force Majeure continues. The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement. 9

Schedule 1 Wholesale Rates Contract and Bookings 1. The Supplier will load (or provide Helloworld or any of its Related Bodies Corporate to load on its behalf) wholesale rates and inventory as agreed between the parties. Helloworld and its agents (including subagents and the Travel Distribution Network) may charge any price for the services provided by the Supplier and retain the difference between the net rate and the price charged by Helloworld. This amount is inclusive of GST. 2. Where rates are loaded directly onto the Helloworld Contract Manager, the Supplier should nominate an administrator for the web site. The administrator will be sent a URL link which can be forwarded to team members in their office. The Supplier must, and must ensure that its staff, keep the URL link confidential=. Neither Helloworld, nor any of its Related Bodies Corporate take responsibility for any loss or damage direct or otherwise arising out of or connected with any unauthorised use of the Supplier s URL. 3. Wholesales rates, conditions, inventory levels and release dates will be negotiated annually. If the products and/or services provided by the Supplier are promoted in a brochure produced by Helloworld or any of its Related Bodies Corporate, the Supplier will honour the price and conditions agreed with Helloworld for a reasonable period after distribution of the brochure by Helloworld. The Supplier may contact Helloworld to ascertain whether the accommodation and/or services provided by the Supplier have been promoted in a brochure. 4. All rates offered will be market competitive in any marketplace where Helloworld operates. This means, no other reseller including but not limited to accommodation providers, tour operators, airlines, online sellers, retailers, wholesalers or ground handlers will hold more advantageous rates, terms or facilities in any marketplace than Helloworld or the other companies that use the Helloworld Reservations System. Where another reseller or the Supplier direct has a rate (instant purchase, dynamic, special) less than that offered to Helloworld under the wholesale rate agreement, the Supplier will provide confirmation to Helloworld to offer this rate using the existing booking practise. Where Helloworld has obtained confirmation and/or approval of a special rate for one or more bookings, the details and validity of the rate is deemed offered by the Supplier to Helloworld and Helloworld can continue to apply that rate without getting further approval. 5. Rates for a 15 month period are required by Helloworld. This will allow Helloworld to continue selling whilst waiting on the renewed contract. These rates may be offered as a special season covering a further 3 months at the end of the contract period, or may be offered by using the existing rates for that same season with a percentage surcharge. These rates will not be required to be used, if Helloworld receives the new season contract by the requested due date. 6. Unsold services will automatically be released back to the Supplier by the agreed release date. Where inventory is provided on a request basis, the Supplier must ensure that a reasonable amount of inventory that is sufficient to meet the expected level of demand is made available through the Helloworld Reservation System. If the Supplier is made aware by Helloworld that Helloworld or any of its Related Bodies Corporate intends to advertise the Supplier s accommodation and/or services, the Supplier must notify Helloworld or the Related Body Corporate if there is insufficient inventory to meet expected demand prior to any advertising by Helloworld or the Related Body Corporate. 10

Schedule 2 Account Details All Companies are covered by the Helloworld Travel Services Contracts. Qantas Holidays, other Wholesale Brands and Resellers Bookings Prefixed by: SD, AG, AU, AT, BB, RW, CA, HK, JC, ND, NM, QJ, SG,TG, TH, TK, TO, TS, TU, UA, UE, UU, US Go Holidays Bookings Prefixed by: GH, GO COMPANY MAILED INVOICES EMAIL INVOICES & QUERIES QANTAS HOLIDAYS Attention: Accounts Payable Helloworld Wholesale Helloworld Travel Limited apwholesale@helloworld.com.au Locked Bag 4 Mascot NSW 2020 Australia GO HOLIDAYS Attention: Accounts Payable Helloworld Group PO Box 505 Auckland 1140 New Zealand apgoholidays@helloworld.co.nz VCC CREDIT CARD PAYMENTS COMPANY QUERIES QANTAS HOLIDAYS vcc@helloworld.com.au GO HOLIDAYS vcc@goholidays.co.nz 11