Please read the following terms and conditions carefully. You must not place an order for services unless you understand and agree with the following terms and conditions. References to “we”, “us” and/or “our” in these Terms and Conditions shall mean Destination Group of Companies Pty Ltd (ACN 082 833 985).
1. Definitions
In these Terms and Conditions, unless the context otherwise requires:
- “Associate(s)” has the same meaning as ascribed to it in section 318 of the Income Tax Assessment Act 1936 (Cth);
- “Confirmation” means a confirmation of the Client’s Order issued by Destination to the Client in writing;
- “Client” means a person/s, company or entity (and including any person acting on behalf of the Client), who engages Destination to perform the Services;
- “Delegate” means any person associated with the Client who receives the benefit of the Services;
- “Destination” means Destination Group of Companies Pty Ltd (ACN 082 833 985);
- “Destination Supplier” means a supplier engaged by Destination to supply the Services (including any Travel Arrangements) who is not a Third Party Supplier;
- “Order” means an offer in writing made by the Client to accept a Proposal (or part of a Proposal), which is subject to acceptance by Destination by the issuance of a Confirmation;
- “Price” means the price payable by the Client to Destination for the Services in accordance with clauses 3 and 4 of these Terms and Conditions;
- “Payment Schedule” means the schedule for payment of the Price for the Services as set out in a Proposal or as otherwise agreed between Destination and the Client;
- “Proposal” means a proposal for Services provided to the Client in writing by Destination;
- “Services” means the service(s) to be provided to the Client by Destination, being those Services specified in a Proposal for which the Client issues and Order and for which Destination agrees to provide by issuing a Confirmation;
- “Third Party Supplier” means a supplier of Travel Arrangements who Destination acts for as disclosed agent and who the Client contracts with for the provision of Travel Arrangements on the terms of the Third Party Supplier Contract;
- “Third Party Supplier Contract” means the contract between the Client and the relevant Third Party Supplier where the Third Party Supplier is engaged to provide Travel Arrangements to the Client as principal, as arranged on behalf of the Client by the Supplier;
- “Third Party Supplier Costs” means the costs of Third Party Suppliers to provide the Travel Arrangements, as may be set out in a Proposal;
- “Travel Arrangements” means travel related services including accommodation, passenger transport, car rental (or similar), trips and excursions, tour guide services, the use of airport lounges, and any other travel related service which may be supplied by Destination or a Third Party Supplier as specified in a Proposal; and
- “Terms and Conditions” means the terms and conditions set out in this document.
2. Application of Terms and Conditions
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2.1By placing an Order, the Client accepts and agrees to be bound by these Terms and Conditions in connection with the purchase and performance of the Services.
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2.2The Client acknowledges that all vouchers and tickets for Travel Arrangements are issued subject to any and all conditions of carriage and terms and conditions of any Destination Suppliers or Third Party Suppliers and any laws, treaties and regulations which govern them. By accepting delivery of the Travel Arrangements the Client agrees that it, its employees, contractors, agents and its Delegates will be bound by such conditions of carriage and terms and conditions, which may have the effect of imposing restrictions or limiting or excluding the liability of the Destination Supplier or Third Party Supplier.
3. Proposals
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3.1All Proposals are issued by Destination free of charge and are valid for 30 days from the date of issue, provided that they are subject to withdrawal and revision in accordance with the provisions of this clause 3.
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3.2The Proposal will specify all Services (including any Travel Arrangements) which are to be supplied by Destination or any Third Party Supplier and the relevant Price. Any additional Services requested by the Client which are not specified in the Proposal will be subject to additional charges quoted by Destination at the time of request, and the Client agrees that it purchases additional services subject to these Terms and Conditions.
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3.3For certain Travel Arrangements, it may not be possible to estimate the relevant Price at the time of Proposal. In this circumstance an allowance will be specified in the Proposal and the Client acknowledges that Destination can only confirm the Price when the Client is ready to confirm the particular Travel Arrangements. If the Price is higher than the allowance, then Destination will advise the Client of the increase. If the Client does not reject the Price within 2 business days it shall be deemed to have accepted the Price.
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3.4The Client acknowledges that Prices specified in a Proposal are based on exchange rates, taxes, and surcharges current at the date of issue. Destination reserves the right to pass on to the Client any negative currency fluctuations and any increases in taxes and surcharges relevant to the Services, which the Client must pay to Destination on demand. This is the case notwithstanding that any deposit or complete payment has been made, provided that Destination shall not increase the price for any negative currency fluctuation once complete payment has been made.
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3.5The client may issue an Order for a Proposal. An Order constitutes an offer by the Client to purchase the Services on these Terms and Conditions. Destination may accept the Client’s Order by issuing a Confirmation to the Client, at which point a binding contract will be in effect subject to these Terms and Conditions.
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3.6Destination reserves the right to withdraw a Proposal or to refuse to accept an Order at any time.
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3.7All Proposals are priced in Australian Dollars, unless otherwise specified.
4. Price and Payment
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4.1The Price for the Services shall be as specified in the Proposal, or where an estimate is given at the time of Proposal, the Price confirmed by Destination in accordance with clause 3.3.
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4.2The Client agrees that Prices are subject to revision in accordance with clause 3.4.
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4.3Destination will issue the Client an invoice for all Services provided by Destination to the Client in accordance with the Payment Schedule.
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4.4In the event that Destination has agreed to provide additional Services (as outlined in clause 3.2), the Client will be issued a further invoice in relation to the agreed additional Services.
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4.5The Client must pay each Invoice:
- (a) by the date specified in the Invoice(s) or provided by Destination to the Client;
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- (b) if no such date is specified, within 30 days from the date of issue, unless otherwise agreed in writing between the parties.
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4.6The Client may be required to pay a deposit to secure Services. The Client agrees that the payment of a deposit does not fix the Price for the Services, and that the Price is subject to revision in accordance with the provisions of clauses 3.3 and 3.4.
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4.7The Client agrees to fully indemnify Destination against all costs and liabilities Destination may incur as the result of the Client’s failure to pay Invoices by the date specified on the Invoice or if no such date is specified, within 30 days of date of issue, including for the avoidance of doubt any cancellation charges payable by Destination to Destination Suppliers. Destination may also charge interest on outstanding amounts, at its discretion, at the interest rate specified under the Penalty Interest Rates Act 1983 (Vic).
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4.8The Client must pay all money due to Destination without deduction or set off.
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4.9If Destination is liable to pay GST on the supply of any Services, the Client must pay to Destination the amount equivalent to the GST liability of Destination at the same time as the Price is paid for the Services (unless the Price for the supply is expressed specifically to be GST inclusive).
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4.10Acceptance by Destination of payment of a sum less than the full sum due to Destination will not be an acknowledgement of payment in full and will not prejudice Destination’s rights to recover the balance due or to pursue any other remedy in respect of any unpaid money.
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4.11Receipt by Destination of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
5. Delivery of Services
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5.1Destination shall perform the Services with reasonable skill and care and to a standard that could be expected of an organisation similar in size to Destination.
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5.2Destination will supply the Services as principal supplier unless otherwise stated in a Proposal or as otherwise agreed by Destination and the Client in writing.
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5.3Where Destination puts any Travel Arrangements in place as principal supplier:
- (a) Destination will be directly liable to the Client for the provision of such Travel Arrangements;
- (b) Destination will directly engage the Third Party Supplier to deliver the Travel Arrangements for the benefit of the Client; and
- (c) the Client shall be liable to pay Destination for the Travel Arrangements in those amounts and at those times specified in the Payment Schedule and Destination will be liable to pay its supplier for the Travel Arrangements.
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5.4Where Destination puts any Travel Arrangements in place as agent for the Third Party Supplier:
- (a) Third Party Suppliers will be liable directly to the Client for those Travel Arrangements in accordance with the Third Party Supplier Contract;
- (b) Destination will not be liable to the Client in respect of the performance of the Third Party Supplier’s obligations under that Third Party Supplier Contract;
- (c) The Client shall be bound by the terms and conditions of the Third Party Supplier Contract and shall be liable for performance of its obligations under it;
- (d) The Client will make payments to Destination on account of Third Party Costs (referred to in Destination’s invoices as ‘Agency Disbursements’) in accordance with the payment terms of the relevant Third Party Supplier; and
- (e) Destination will hold monies received on account of Third Party Costs in a suspense account until such time as the monies are due to be paid to the relevant Third Party Supplier.
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5.5Where Destination does not supply Travel Arrangements as principal supplier:
- (a) the sourcing of the Travel Arrangements will be considered as ‘Services’; but
- (b) the actual delivery of the Travel Arrangements will not be considered ‘Services’.
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5.6Where Destination supplies Travel Arrangements as principal supplier, the sourcing of the Travel Arrangements and their actual delivery shall be considered ‘Services’.
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5.7Copies of Third Party Contracts (where Destination is acting as disclosed agent for the Third Party Supplier only) will be supplied to the Client on request. The Client agrees that if it fails to request a copy of the Third Party Contract, it will remain subject to the terms of the Third Party Contract irrespective of whether or not it is aware of its terms and conditions.
6. Limitation of Liability
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6.1Certain legislation, including the Australian Consumer Law may imply warranties or conditions or impose obligations upon Destination which cannot be excluded, restricted or modified, or cannot be excluded, restricted or modified except to a limited extent. If this is the case, then these Terms and Conditions must be read subject to these statutory provisions and any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent to which Destination is entitled to do so, Destination limits its liability in respect of any claim under those provisions to:
- (a) in the case of goods, at Destination's option:
- (i) the replacement of the goods or the supply of equivalent goods;
- (ii) the repair of the goods;
- (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- (iv) the payment of the cost of having the goods repaired;
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- (b) in the case of services, at Destination’s option:
- (i) the supplying of the services again; or
- (ii) the payment of the cost of having the services supplied again.
- (a) in the case of goods, at Destination's option:
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6.2In cases other than those specified in clause 6.1, to the full extent permitted by law, Destination’s maximum aggregate liability in connection with these Terms and Conditions, whether arising in contract, in tort (including negligence) under stature or at law, shall in no circumstances exceed amounts paid by the Client to Destination for Services in the twelve (12) month period preceding the cause of action giving rise to the claim.
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6.3To the full extent permitted by law, Destination shall not be liable to the Client or any third party under or in connection with these Terms and Conditions for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind, whether or not such loss or damage is foreseeable, foreseen or known and whether or not Destination has been advised of or is aware that such damages may be incurred.
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6.4To the full extent permitted by law, Destination and its Associates shall not be liable for any injury, damage, loss, accident, delay or irregularity, additional expense or liability occasioned to any person or property, including baggage howsoever caused or arising including, but without limiting the generality of the foregoing, whether due to the act, neglect, default or otherwise of its servants or agents or resulting directly or indirectly from acts of God, dangers incident to the air, land or sea, fire, breakdown in machinery or equipment, acts of dejeure or de facto governments or authorities, wars whether declared or otherwise, riots, strikes, insurrections, theft, pilferage, epidemics, quarantine, medical, custom or other regulations, delays and cancellations of or changes in itinerary or schedules due to overbooking, improper or insufficient passport, visa or other travel documents or loss of baggage or by any act, neglect, default or otherwise of Third Party Suppliers, their servants or agents or any person other than a Delegate taking delivery of the Travel Arrangements.
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6.5Destination makes no representation or gives any warranty with respect to the standard of Services given or provided by any Third Party Supplier and Destination is not affiliated with any Third Party Supplier.
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6.6The Client acknowledges that it is responsible for obtaining appropriate insurance over itself, its employees, officers and agents (including all Delegates) in relation to any matter relating to or arising out of this Agreement and/or the Services.
7. Termination/ Cancellation
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7.1Destination may cancel or terminate the contract between Destination and the Client or any confirmed Services at any time before the Services are supplied by giving written notice to the Client. In this circumstance Destination will refund all payments made by the Client for the terminated or cancelled Services, but Destination will not be liable to the Client for any loss or damage suffered by the Client arising from the cancellation or termination whatsoever.
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7.2The Client may cancel an order for the supply of Services if it provides notice in writing to Destination and in such a case:
- (a) Destination will retain any deposit and further instalments paid by the Client in respect of the Services;
- (b) all instalments of the Price which are due at the time of cancellation but have not yet been paid by the Client shall remain due and payable;
- (c) Destination will issue an Invoice in accordance with clause 7.4; and
- (d) the Client shall be liable to Destination for (and will fully indemnify Destination against) any additional costs, losses or expenses incurred by Destination or claims made against Destination as a result of the cancellation or termination (including, but not limited to, any cancellation fees Destination is liable to pay any Destination Suppliers and any loss of profits).
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7.3Destination shall be entitled to reject or cancel any contract between Destination and the Client for the supply of Services in the event that the Client:
- (a) becomes insolvent, bankrupt, goes into liquidation, has an administrator, official manager, receiver or receiver and manager appointed, enters into a scheme of arrangement with its creditors or any class of them or is subject to any similar events; or
- (b) is in breach of these Terms and Conditions (which if such breach is capable of remedy, remains un-remedied 7 days after Destination issues notice to the Client of the breach); or
- (c) fails to pay any invoice issued by Destination in accordance with these Terms and Conditions by the due date for payment.
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7.4In the event of any cancellation or termination pursuant to this clause 7, Destination will issue an invoice for all work completed up to the date of cancellation or termination, and payment of this Invoice is required by the Client in accordance with clause 4.5.
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7.5The Client acknowledges that charges relating to amendments and cancellations for air travel will be governed by the carrier’s conditions of carriage. The Client agrees to pay such charges and a reasonable administrative fee to Destination on demand.
8. Joint and Several
Where a Client consists of more than one persons, those person(s) shall be jointly and severally liable for the obligations set out in these Terms and Conditions including but not limited to the payment of the Price and all amounts owing to the Destination for the particular Services.
9. Change in Control
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9.1The Client shall give Destination not less than fourteen (14) days prior written notice of any proposed:
- (a) change of control of the Client (as defined by section 50AA of the Corporations Act 2001 (Cth)) if the Client is a body corporate;
- (b) any change in the Client's company or trading name; or
- (c) any other change in the Client's address or contact details.
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9.2The Customer shall be liable for any loss incurred by the Seller as a result of the Client's failure to comply with this clause 9.
10. Severance
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10.1If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
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10.2Any provision of these Terms and Conditions which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these Terms and Conditions enforceable, unless this would materially change the intended effect of these Terms and Conditions.
11. Sub-contracting
Destination may license or sub-contract all or any part of its rights and obligations without the Client's consent.
12. Force Majeure
Destination shall not be liable for any default of these Terms and Conditions due to any event of force majeure including but not limited to war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond its reasonable control.
13. Waiver
The failure by a party to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect a party’s right to subsequently enforce that provision.
14. Inconsistency
Where these Terms and Conditions are inconsistent with any terms of a Confirmation provided by Destination to the Client, the provisions of the Confirmation will prevail to the extent of the inconsistency.
15. Entire Agreement
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15.1These Terms and Conditions (together with the Confirmation) form the entire agreement between Destination and the Client for the delivery of the Services.
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15.2All conversations, representations and statements not confirmed in a Confirmation by Destination are expressly excluded and shall not be deemed to be part of any order, agreement or contract, or to have induced the order of the Services, or to have any legal effect whatsoever.
16. Amendment
Destination reserves the right to review, amend, remove or vary these Terms and Conditions at any time without notice, provided that the Terms and Conditions in effect at the time Destination issues a Confirmation shall apply to all Services the subject of the Confirmation. Please check this page regularly to take notice of any changes Destination has made to these Terms and Conditions.