Hero Supplier Agreement

By using the Platform, the Supplier agrees to comply with and be legally bound by the terms and conditions of this Supplier Agreement (“Agreement”). This Agreement governs the Supplier’s access to and use of the Platform and Content. Please also read our Privacy Policy at hero.travel/privacy-policy. If the Supplier does not agree to the terms of this Agreement, the Supplier must not execute this Agreement or otherwise access or use this Platform.

Recitals

• The Supplier is entering into this Agreement with Travel Technologies Pty Ltd (ACN 169 198 501) (“Hero”). 
• Hero will provide the Supplier with access to the Platform to publish Listings and make its Products available for Bookings.
• In consideration, the Supplier will pay Hero the applicable fees and comply with the terms of this Agreement.   

1. Definitions & Interpretations

• Agent means a travel agent, travel consultant or similar service provider. 
• Agent Agreement means an agreement between an Agent and Hero to, among other things, authorise the Agent to have access to and use the Platform. 
• Agreement means this Supplier Agreement, as amended from time to time, and includes all schedules. 
• Booking means the booking and legally binding purchase of a Product via the Platform by a Customer (through either an Agent or Hero). 
• Business Day means the period commencing at 8am and ending at 6pm on a day of the week other than: A Saturday, a Sunday, National Public Holiday; A day in the period commencing with 25 December in a year and ending with 2 January in the following year; and if 1 January falls on a Friday, the following Monday; and if 1 January falls on a Saturday or a Sunday, the following Monday and Tuesday.
• Cancellation Fee means the cancellation fee as outlined in Schedule A 
• Claim means using the Platform to register a date that a Product was supplied by the Supplier to the Customer for an Open Dated booking
• Commencement Date means the date this Agreement is executed by the Supplier. 
• Commission means the percentage of RRP Amount which is charged by Hero from Supplier for each Booking, as specified in Schedule C
• Content means and all text, graphics, images, audio, video, information, pricing or other materials published on or through the Platform.
• Customer means a person purchasing a Product through an Agent or Hero
  Fee means those outlined in Schedule A
• Hero/We/Our means Travel Technologies Pty Ltd (ACN 169 198 501). 
• Insolvency Event means a body corporate that has gone into liquidation, passed a winding-up resolution, received a deregistration notice, or anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
• Listing means information and imagery that is published by the Supplier on the Platform about a Product.
• Net RRP Amount means, in respect of a Booking, the RRP Amount less Commissions due to Hero. 
• Open Dated means a Customer prepayment and issue of a Ticket for a Product without a fixed travel date.
• Party means a party to this Agreement.
• Platform means the proprietary Hero online booking platform and system owned and developed by Hero, including the www.hero.travel and www.my.hero.travel websites.
• Product means tourism and leisure based services provided by the Supplier, as listed on the Platform
• Remittance Period means that specified in Schedule A.
• RRP Amount means the amount payable by a Customer for the Booking, as set by the Supplier on the Listing.
• Supplier/You means the supplier listed under this Agreement in Schedule B. 
• Supplier Representative means the person/s designated by the Supplier to act on its behalf in connection with this Agreement, as named in Schedule B.
• Term means the period from the execution of this Agreement by Supplier until the end of the period contemplated in clause 2. 
• Ticket means a voucher / travel document issued to a Customer for each Product that is the subject of a Booking.
• User means any individual authorised by Agent to act on its behalf to manage
• Listings for Products on the Platform during the Term of this Agreement 

1.1 Interpretation

In the construction of this Agreement, unless the context requires otherwise:

1. references to recitals, clauses, annexures, appendices and schedules are to recitals, clauses, annexures, appendices and schedules of this Agreement;
2. references to any statute, regulation or other statutory instrument or by-law (“legislation”) include substitute provisions (whether in an amendment of existing legislation or in new legislation) that substantially correspond to those referred to;
3. references to a person or persons include a reference to a body corporate, to a governmental agency and to an unincorporated body of persons;
4. headings to clauses are for convenience and will (unless otherwise specified) be ignored in construing this Agreement;
5. derivatives of any defined word or term have a corresponding meaning, and “including” is not to be construed as a word of limitation;
6. the plural includes the singular and vice versa; 
7. the contra proferentem rule of construction shall not apply.

2. Term

This Agreement will commence on the date of signing for a period of 12-months, and will auto-renew each 12-months thereafter (“Renewal Term”), unless terminated in accordance with its terms. The parties may terminate this Agreement without cause during a Renewal Term by providing 30 days’ notice.

3. Appointment

With respect to any Bookings via the Platform, the Supplier appoints and authorises Hero to receive the RRP Amounts paid by Agents or Customers in relation to Bookings, in accordance with the terms of this Agreement. 

4. Hero’s Services and Intellectual Property

1. During the Term, and subject to Supplier’s ongoing compliance with the terms of this Agreement, Hero:
   1. grants to the Supplier, a limited, non-exclusive, non-transferable, and non-sublicensable right to allow Users to, in accordance with the Agreement, access and use the Platform solely for the Supplier’s own business to:
      1. access Content;
      2. publish Listings;
      3. accept Bookings;
      4. view sales-related data relating to Supplier’s Products; and
      5. claim payment from Hero for the supply of an Open-Dated Booking;
   2. will provide to Supplier training in the form of online documentation;
   3. will provide to the Supplier technical, operational and billing support  during each Business Day, which is accessible via telephone, email or via live chat within the Platform; and 
   4. will comply with all applicable laws.
2. Except for the limited rights set forth in this clause 4 above, the Supplier does not acquire any intellectual property or other rights, express or implied, in or relating to the Platform
3. The Parties acknowledge and agree that any Bookings made on the Platform, including the contract for such Booking, is made solely between the Supplier and the Agent and/or its Customer, and specifically excludes Hero.

5. Supplier Obligations and Warranties

1. The Supplier agrees that:
   1. it will comply with all applicable laws; 
   2. it irrevocably and unconditionally guarantees the compliance of each User with the Agreement and will be liable for any breach of the Agreement by its Users; 
   3. it will be responsible for properly adding and removing Users to and from its Hero account; 
   4. it will be responsible for managing notification settings for its Users for confirmations of bookings and cancellations and financial notifications;
   5. it has obtained and will maintain for the Term all necessary licences, insurances and permits to enable the Supplier to supply the Products legally; 
   6. it will hold relevant insurances commensurate with possible losses, claims and damages under this Agreement, including public liability insurance, professional indemnity insurance and workers compensation; 
   7. it will be responsible for managing and editing its Content on the Platform (including information on Listings) and will:
      1. comply with all applicable law, legislation, regulation, codes and standards; 
         be accurate, complete (including any local sales tax applicable) and up to date, and not mislead or deceive;
      2. include accurate and up-to-date pricing information, terms and conditions of the Product, cancellation/refund policies and privacy policy of the Supplier; 
      3. not include any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive or in breach of any third party rights, including privacy rights or be racially or ethnically hateful;
   8. upon receiving automated booking confirmation emails and remittance statements from Hero, the Supplier must ensure that all booking information, pricing and net rates are correct, and notify Hero in writing within 7 days if discrepancies or inaccuracies are detected;
   9. it will keep all Customer information, including any personal information of a Customer, confidential and in line with applicable law and the Supplier’s privacy policy (whichever is the most stringent); and
   10. it will honour all Bookings as made and accepted through the Platform. Where, the Product cannot be provided to a Customer after the Booking had been accepted, the Supplier must offer an alternative Product of a similar or better quality, or authorise Hero to process a refund to the Customer (in which case, the Supplier must also provide a credit to Hero for payments already made from Hero to Supplier). 
2. Supplier acknowledges and agrees that it is responsible for any activities on its accounts, whether authorised or unauthorised. 
3. In connection with the use of the Platform, the Supplier further agrees that it will not:
   1. permit access to, or use of, the Platform through an account by anyone other than the relevant authorised User. Further, Supplier must not permit any other individual or entity to access or use the Platform;
   2. use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained within the Platform;
      use the Platform for any personal or other purposes that are not expressly permitted by this Agreement; 
   3. copy, store or otherwise access any information contained on the Platform for purposes not expressly permitted by this Agreement;
   4. build a competitive product or service or build a product or service using similar ideas, features, functions or graphics of the Platform;
   5. infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; 
   6. interfere with or damage our Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
   7. use the Platform to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
   8. use our Platform in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
   9. “stalk” or harass any other user of our Platform, or collect or store any personally identifiable information about any other User or Agent other than for purposes of transacting as a Supplier;
   10. recruit or otherwise solicit any supplier or agent to join third-party services or websites that are competitive to Hero, without Hero’s prior written approval;
   11. impersonate any person or entity, or falsify or otherwise misrepresent Supplier or its affiliation with any person or entity;
   12. use automated scripts to collect information from or otherwise interact with the Platform;
   13. systematically retrieve data or other content from our Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
       use, display, mirror or frame the Platform, or any individual element within the Platform, Hero’s name, any Hero trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Hero’s express written consent;
   14. access, tamper with, or use non-public areas of the Platform, Hero’s computer systems, or the technical delivery systems of Hero’s providers;
   15. attempt to probe, scan, or test the vulnerability of any Hero system or network or breach any security or authentication measures;
   16. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Hero or any of Hero’s providers or any other third party (including another User) to protect the Platform;
   17. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
   18. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform; or 
   19. advocate, encourage, or assist any third party in doing any of the foregoing.
4. The Supplier warrants that:
   1. it has all necessary authority to publish, and hold and will at all relevant times hold all rights to the intellectual property subsisting in any and all Content that Supplier publishes comprising a Listing (“Supplier Content”); and 
   2. no Supplier Content (or Hero’s use of Supplier Content) will infringe any third party’s intellectual property rights.
5. During the term, the Supplier grants Hero the right to use any content, materials, logos or other intellectual property published or provided by Supplier for the purpose of:
   1. providing access to the Platform (including any additional News services) under this Agreement;
   2. republishing Supplier Content on the Platform; or 
   3. advertisement or marketing of the Platform. 
6. The Supplier acknowledges and agrees that Hero may, at any time and without prior notice, to remove, modify or disable access to any Listing or Content that Hero, at its sole discretion, considers to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Platform.
7. Hero has the right to investigate and prosecute violations of any of the above to the fullest extent permitted by law. 

6. Fees & Payment Terms

1. The Supplier is liable for payments to Hero in accordance with Schedule A.
2. With respect to Bookings that involve Open Dated Tickets, Hero will remit to the Supplier the Net RRP Amounts actually received by Hero after the Supplier Claims the Open Dated Ticket. The Supplier may only Claim the Open Dated Ticket once the Supplier has provided the Product to the Customer holding that Ticket. Each Open Dated Ticket has an expiry date of 12 months from the initial date of Booking. If the Supplier does not Claim the Open Dated Ticket within this period, the Supplier shall forfeit the Net RRP Amounts due. 
3. With respect to Bookings that do not involve Open Dated Tickets, Hero will remit to the Supplier the Net RRP Amounts actually received by Hero where the Bookings have been honoured to the Customer during the Remittance Period. A Booking is deemed to be honoured where the ticket issued for that Booking indicates a specific start date and the start date has passed. 
4. Hero will remit  in the time and manner set out in Schedule A, cancellation fees due to the Supplier for any cancellations made during the Remittance Period as per the Supplier’s cancellation and refund terms, conditions and fees set by the Supplier within Hero, minus Hero’s cancellation fees as per Schedule A. 
5. Hero may elect to set off any applicable Fees (including sales tax) due and owing by Supplier to Hero, or any amounts already paid by Hero for Bookings that were subsequently cancelled, from amounts that Hero must remit to the Supplier. 
6. In the event that Hero does not remit to the Supplier any Net RRP Amount actually received and held by Hero (less applicable Fees and sales tax) in accordance with this Agreement for whatever reason, the Supplier acknowledges and agrees that it will have recourse for non-payment only against Hero, and no claim or action for non-payment against the Customer or the Customer’s travel agent.
7. On the Monday immediately following the end of each Remittance Period Hero will make available to the Supplier on the Platform and distribute via email to Users set by the Supplier to receive such notifications a statement specifying amounts payable to Supplier and a report of all Bookings. 
8. The Supplier is responsible for payment of all applicable value-added, sales, use, license, other transaction-based taxes, withholding taxes, and all applicable export and import fees, customs duties, and similar charges (other than taxes based on Hero's net income) which are levied or imposed by reason of the transactions contemplated by this Agreement. 
9. With respect to any Suppliers located in Australia, words and expressions used in this clause which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) ("GST Act") shall have the same meaning in the interpretation of this clause.  Unless expressly stated otherwise, all consideration to be provided under this Agreement is expressed exclusive of GST. If GST is payable on any supply made under this Agreement, for consideration that is not expressly stated to include GST, then payment of an amount equal to the GST will be made to the relevant party.
10. The recipient of a supply is entitled to a valid tax invoice in respect of the supply at or about the time of the supply.
11. The Parties acknowledge and agree that for the Term of the Agreement:
    1. the Supplier authorises Hero to generate a statement or recipient created tax invoice and make payment based on its accounting for the net value of funds due to the Supplier following the end of each Remittance Period. Where a recipient created tax invoice is provided, the Supplier must not issue a tax invoice to Hero for the supply; and 
    2. to the extent applicable, each party is registered for GST purposes and agrees to notify the other party promptly if it ceases to be registered; and
    3. whilst the Supplier has denoted the currency that it will be paid in by Hero, under Schedule A, Hero is free to display the Product in other currencies, which may cause pricing discrepancies. 

7. Exclusion

1. Except as specifically provided in this Agreement and to the maximum extent permitted by applicable law, Hero disclaims all warranties, representations, conditions, guarantees and all other terms, whether express, implied or statutory. The Platform is provided on an “as-is” basis and Hero disclaims any liability associated with lack of bandwidth; denial or interruption of service, including of Microsoft Azure or any other cloud platform on which the Platform is hosted; outage due to riot, war, or other act, natural or man-made, outside Hero’s control; or scheduled maintenance in the ordinary course of business.
2. The Supplier acknowledges and agrees that:
   1. Hero is not party to any contracts for the supplier of Products between Supplier and Agent, or Supplier and Customer. As a result, Hero is not responsible for and Supplier releases Hero from any damage, harm, liability, responsibility arising in connection with interactions between, and acts or omissions of, Suppliers and Agents or Customers, including:
      1. any damage or destruction to property or injury or death caused by the acts or omissions of Customers or any person associated with a Customer; 
      2. a Customer’s non-compliance with applicable statutory laws or contracts or covenants binding on the Customer, including payment covenants; or 
      3. an Agent’s non-compliance with applicable statutory laws or contracts or covenants binding on it.
   2. Hero does not endorse any Product, Customer or Agent, and has not conducted any background checks on such parties; 
3. To the maximum extent permitted by law, the Supplier must indemnify and hold Hero harmless against all losses, costs and liabilities whatsoever directly or indirectly suffered or incurred by Hero or any of its officers, employees, agents or advisers arising from any third party claim made or legal proceedings commenced by or on behalf of any Customer or any other third party howsoever arising, whether in negligence, contract, under statute or otherwise, in connection with:
   1. any error, omission, or inaccurate information relating to the Supplier’s Listings or Products;
   2. any quality issues or inability to supply a Product, cancellation or rescheduling of a Booking, or unavailability of Supplier’s Products; 
   3. Injury, loss of life, loss of enjoyment due to the use of Supplier’s Products
   4. Damage or theft of property relating to the use of Supplier’s Products
   5. Supplier’s wilful misconduct, material breach of this Agreement or any third party agreement or material breach of applicable law; 
4. Hero will indemnify and hold Supplier harmless against all losses, costs and liabilities whatsoever directly or indirectly suffered or incurred by Supplier or any of its officers, employees, agents or advisers arising from any third party claim made or legal proceedings commenced whether in negligence, contract, under statute or otherwise, in connection with the Platform breaching any applicable third party intellectual property rights. Hero’s obligations under this indemnity are conditioned upon Supplier providing Hero: (i) prompt written notice of any claim; (ii) sole and exclusive control over the defense and settlement of the claim; and (iii) such cooperation as reasonably requested. 
5. The liability of a Party is reduced proportionately to the extent to which the liability is caused, or contributed to, by the other party. Each Party must do what is reasonable in the circumstances to mitigate and minimise any costs, damages, expenses and/or losses incurred by the defaulting Party.
6. To the extent permitted by law, the liability of Hero under this Agreement for breach of any guarantees under applicable Australian Consumer Laws that cannot be excluded or modified by this Agreement, will be limited at the option of Hero to any one or more of the following:
   1. the supplying of the services again
   2. the payment of the cost of having the services supplied again.
7. Notwithstanding any other provision of this agreement and to the extent permitted by law, in no event will a Party be liable to the other Party for:
   1. any special, punitive or indirect damages;
   2. any form of consequential loss or damage that does not arise naturally and directly from a breach of this Agreement by the relevant Party;
   3. damages in the nature of loss of revenue, profits, reputation, contract, Booking or opportunity; or
   4. interrupted use of, or change to or update of the Platform, errors in data or transaction errors, howsoever arising.
8. Subject to this clause 7 and to the maximum extent permitted by law, each party’s liability to the other is limited to the aggregate amount of the payments made by Hero to Supplier in the 12 months proceeding the claim, liability or damage that arose. 
9. Nothing in this Agreement excludes the liability of a party with respect to: (a) an express indemnity obligation included in this Agreement; (b) for fraud or fraudulent misrepresentation; (c) for misappropriation or infringement of the other party’s intellectual property rights; (e) for breach of express confidentiality or privacy obligations in this Agreement; or (f) for any other liabilities that cannot be excluded by law. 
10. The provisions of this clause shall survive the expiry or termination of this Agreement.

8. Cancellations and Refunds

1. If any request is made by or on behalf of a Customer for a cancellation and/or refund of a Booking or part of a Booking, You must honour, and you authorise Hero to consider, approve and process, such request in accordance with: (i) the law; (ii) the terms of the applicable Agency Agreement; and (iii) Your cancellation and refund terms and conditions applicable to that Booking
2. You agree that all cancellation and subsequent refund requests are to be processed through the Platform.
3. Your cancellation and refund terms and conditions applicable to any Booking must:
   1. be clearly set out on the Platform
   2. adhere to all applicable laws, including the Australian Consumer Law.
4. Hero’s cancellation Fee will be applicable to any cancelled booking except where no supplier Fee is payable
5. Hero reserves the right at any time, including in the event of a dispute between: (i) Hero and the Supplier; or (ii) Hero or the Supplier on the one hand and an Agent or a Customer on the other hand, in relation to a refund request, to pay the amount of the requested refund or the disputed amount to the Agent, in order that the Supplier may resolve the matter directly with the Agent or the Customer.
6. Any refund, part refund, or cancellation request which is approved by Hero will result in a refund transaction being applied to Your account during the current Remittance Period. Any such transaction will appear on your reports and invoice for that Remittance Period.

9. Privacy and Confidentiality

1. Confidentiality. Supplier will retain in confidence the terms and pricing of the Agreement and all other non-public information, technology, and materials regarding the Platform provided by or on behalf of Hero during the term (Hero’s “Confidential Information”), and Hero shall retain in confidence the Supplier’s pricing and unique commission rates granted to Agents or Hero (Supplier’s “Confidential Information”). 
2. Each Party will not disclose the Confidential Information of the other to any third party except for those provided under the Agreement or use it for any purpose other than to carry out the activities contemplated under the Agreement.  Each Party may only disclose the other’s Confidential Information to its employees or third parties who assist with the operation of the Agreement  who have a need to know in connection with the Agreement and who have agreed to obligations of confidentiality that are no less restrictive than the obligations in the Agreement. Each Party will take reasonable steps, and in no event will those steps be any less secure than the steps it uses to protect its own similar information, to ensure that the other’s Confidential Information is protected. Each Party is responsible for the actions or inactions of its employees and advisors with respect to use and disclosure of the other’s Confidential Information. 
3. The restrictions set forth in this clause 9 will not apply to any information that: (a) was known by the receiving Party without obligation of confidentiality prior to disclosure by the disclosing party; (b) was in or entered the public domain through no fault of the receiving party; (c) is disclosed to the receiving party by a third party legally entitled to make the disclosure without violation of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to any Confidential Information. To the extent that Confidential Information is required by applicable law or regulations to be disclosed, a receiving party may disclose such information after providing notice to the disclosing party, to the extent permitted by law. The parties agree that any violation or threatened violation of these confidentiality obligations may cause irreparable injury to the disclosing party for which money damages would be an insufficient remedy, therefore the disclosing party will be entitled to seek injunctive relief, in addition to other appropriate legal remedies.  To the extent a party becomes aware that the other party’s Confidential Information has been subject to unauthorised use, disclosure or loss, it must immediately notify the other party of such event in writing. 
4. Reports. Hero agrees to record details of all Bookings and other Platform activity made by the Supplier, including transaction and Booking details for each invoice, and to make this data available for the Supplier and its Users to view online or download as appropriate during the term. Within 90 days after termination or expiry of this Agreement, the Supplier may request to access or view such data online or via a downloaded document.  
5. Privacy. Supplier consents to collection, storage and use of personal information in accordance with Hero’s privacy policy (located at www.hero.travel/privacy-policy). Further, Hero agrees to comply with its privacy policy and take reasonable steps to protect personal information from misuse, interference, loss from unauthorised access, modification or disclosure, and will use industry standard approaches to data encryption, security, and protection.
6. The Supplier agrees that any use of personal information that is transferred or disclosed by Hero (or through the Platform) will be used solely for the purpose of providing the Products to the Customers and for no other purpose. Supplier must also take reasonable steps to protect personal information from misuse, interference, loss from unauthorised access, modification or disclosure, and will use industry standard approaches to data encryption, security, and protection.

10. Force Majeure

1. Force Majeure means the occurrence of:
   1. an act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism or civil disorder
   2. a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance (whether lawful or not), in each case affecting on a general basis the industry related to the Parties and which is not attributable to any unreasonable action or inaction on the part of either Party or any of its subcontractors or suppliers and the settlement of which is beyond the reasonable control of all such persons
   3. tempest, earthquake, flood, public health crisis, pandemic, or any other event / disaster of overwhelming proportions
   4. discontinuation of electricity supply, telephone or other communication services, or SaaS, service hosting or equipment hosting outages
   5. any other circumstances beyond the reasonable control of the Party affected.
2. Neither Party shall be in breach of its obligations under this Agreement or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other Party (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event.
3. As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party’s obligations under this Agreement.
4. If a Party is prevented from carrying out its obligation for a period of 30 days or more, either Party may terminate this Agreement immediately upon giving written notice to the other Party.

11. Termination

1. If either Party breaches a material term of this Agreement (including a payment obligation), the non-defaulting Party may give the defaulting Party written notice of the breach and 20 Business Days to cure the breach. If the defaulting Party fails to cure the breach in the 20 Business Day period the non-defaulting Party shall have the right to terminate this Agreement by notice with immediate effect. Hero shall have the right to suspend the Supplier’s access to the Platform at any time while a breach of a material term by the Supplier remains un-remedied.
2. To the extent permitted by law, if either Party suffers an Insolvency Event or the other Party has reasonable grounds to believe that the first-mentioned Party is likely to suffer an Insolvency Event, the other Party shall have the right to terminate this Agreement by notice with immediate effect.
3. Hero may terminate this Agreement by written notice with immediate effect if:
   1. You or Your Product or Products suffer from consistently poor Customer or Agent feedback
   2. Hero reasonably believes that Your Product or Products are unsafe, not in compliance with law or of an unsatisfactory standard or quality which diminishes the reputation of the Platform.
4. Upon termination or expiry of this Agreement, all access to the Platform will cease and any fees due and owing must be paid within 7 days of termination date. 
5. Clauses 3, 6-9, 11-16 shall survive the expiry or termination of this Agreement.

12. Entire Agreement

1. This Agreement  represents the entire agreement between Hero and You in relation to its subject matter and supersedes all prior negotiations, correspondence, discussions, and representations or agreements, either written or oral.
2. This Agreement may be amended only by written agreement executed by both Hero and You. However, Hero reserves the right, at its sole discretion to once per year, reasonably change the Platform Access Fee specified in Schedule A by providing 30 days’ written notice to you via email and also post a notification on the Platform. If the Supplier does not agree with this pricing amendment, it may terminate the Agreement at any time during the 30 day notice period by providing notice.

13. Notices

1. Any notice, demand, or other communication required to be given under this Agreement that cannot be posted on the Platform shall be in writing and shall be forwarded by personal delivery, prepaid registered mail, or email, and sent to the Representatives of the applicable Party at the respective addresses stated in Schedule B

14. Dispute Resolution

1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (the "Dispute"), the parties shall first seek to resolve the Dispute through good faith negotiation within thirty (30) days from the date of written notification of the Dispute by one party to the other.
2. Mediation: If the Dispute cannot be resolved through negotiation within the aforementioned timeframe, the parties agree to submit the Dispute to mediation. The mediation shall be conducted by a single mediator jointly selected by the parties. If the parties cannot agree on a mediator within ten (10) days of initiating the mediation process, the mediator shall be appointed by Australian Centre for International Commercial Arbitration or its successor entity (ACICA). The mediation shall take place in Sydney, under ACICA’s mediation rules and the language of the mediation shall be English. The costs of the mediation shall be shared equally by the parties, unless otherwise agreed.
3. Arbitration: If the Dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation, the Dispute shall be finally resolved by arbitration administered by the ACICA. The arbitration shall be conducted in accordance with the ACICA Arbitration Rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The arbitration shall be conducted by one arbitrator appointed in accordance with the said rules. The place of arbitration shall be Sydney, and the language of the arbitration shall be English. The decision of the arbitrator shall be final and binding upon the parties.
4. Costs: The costs of arbitration, including administrative and arbitrator fees, shall be shared equally by the parties, unless the arbitrator decides otherwise based on the circumstances of the case. Each party shall bear its own costs and expenses of legal representation.
5. Continuation of Performance: The parties agree that pending the resolution of any Dispute through mediation or arbitration, they shall continue to perform their respective obligations under this Agreement.
6. Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain a breach of this Agreement without first undergoing the dispute resolution process outlined herein.

15. Governing Law

1. This Agreement shall be governed by the laws of NSW, Australia. 

16. Severability

1. In the event that any one or more of the provisions contained in this Agreement shall, for any reasons, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

17. Assignment

1. You may not assign this Agreement or your rights under this Agreement without Hero’s prior written consent. Hero may assign this Agreement or its rights under this Agreement, at its sole discretion, without restriction.

18. Third Party Links

1. The Platform may contain links to third-party websites or resources. The Supplier acknowledges and agrees that Hero is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Hero of such websites or resources or the content, products, or services available from such websites or resources. The Supplier acknowledges its sole responsibility for and assumes all risk arising from its use of any such websites or resources or the content, products or services on or available from such websites or resources. Some portions of the Hero platform implement Google Maps/Earth mapping services, including Google Maps API(s). Any use of Google Maps/Earth is subject to Google’s terms of use, located at, www.google.com/intl/en_us/help/terms_maps.html.

19. Counterparts

1. This Agreement may be executed in one or more counterpart copies which, read together, shall constitute one and the same instrument and counterparts executed separately may be consolidated into a single document. Any digital, electronic or scanned copy of this Agreement (including any digital, electronic or scanned copy evidencing execution of this Agreement by either party) may be relied upon by the other party as though it were an original copy.