Owner Agreement

  1. Definitions and Interpretation
    1. In this Agreement, unless the context otherwise requires:
      • “Agent” means the legal entity trading as Caravan and Camping Hire.
      • “Agreement” means this Exclusive Agency Agreement between the Principal and the Agent.
      • “Caravan” means the Caravan, Camper Trailer, Campervan, Motorhome or other vehicle defined within the Owner Dashboard including all fittings spare parts, furniture, fixtures and specified in the Inventory and includes any replacement Caravan provided by the Principal.
      • “Claim” means all actions, suits, applications, causes of actions, arbitrations, obligations, liabilities, sums of money, accounts, charges, claims, investigations, enquiries, demands, proceedings, damages, debts, compensation, costs, determinations, verdicts and judgments whether at law or at equity or under any statute which arise from or are incidental to this Agreement and whatsoever which any party now has or at any time may have or but for this Agreement could or might have had against the another party arising out of or in any way connected with, but not limited to the subject matter of this Agreement.
      • “Commission” means the amount which will be confirmed on the Agents acceptance of the Principal’s registration.
      • “Corporations Law” means the Corporations Law in each Australian jurisdiction.
      • “Customer” means a person, or other entity, that the Agent enters into a Rental Agreement with in respect of the Caravan.
      • “Effective Date” means the date of this Agreement.
      • “Force Majeure” means:
        1. any circumstance whatsoever which is beyond the reasonable control of the party affected.
        2. any compliance with any law, regulation or ordinance, or with any order, demand or request of any international, national, port, transportation, local or other authority or agency or of anybody or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them and
        3. any strike, lockout or labour dispute (whether or not the party affected is a party thereto or would be able to influence or procure the settlement thereof).
      • “Initial Term” means the initial term of this Agreement which will be confirmed on the Agents acceptance of the Principal’s registration and otherwise in accordance with clause 7.1.
      • “Material Breach” means:
        1. any violation of the Terms and Conditions of this Agreement that a party has failed to cure within seven (7) calendar days after receipt of written notice by the other party
        2. an act of gross negligence or willful misconduct of a party or
        3. the insolvency, liquidation or bankruptcy of a party.
      • “Net Rental Amount” means the total rental amount payable by a Customer under a Rental Agreement during the term after deduction, where applicable, for:
        1. discounts, including cash discounts or other rebates
        2. any tax, government charge or duty (including any tax such as value added or similar tax) levied on the transaction.
      • “Owner Dashboard” is the website portal which can be accessed via the Agent’s website by the Principal to upload Caravans, manage bookings and update personal information.
      • “Principal” means the person, or entity who is listing Caravan(s) or lease through the Agent.
      • “Renewal Term” means the initial term of this Agreement which will be confirmed on the Agents acceptance of the Principal’s registration and otherwise in accordance with clause 7.1.
      • “Rental Agreement” means the Rental Agreement entered into between the Agent, on behalf of the Principal, and a Customer to rent the Caravan.
      • “Term” means the period commencing on the Effective Date and terminating as set out in this Agreement, being the Initial Term and all Renewal Terms.
    2. In this Agreement, unless the context otherwise requires:
      1. words importing the singular include the plural and vice versa
      2. words importing any gender include the other gendersf
      3. words importing persons include corporations, governments and government bodies and vice versa
      4. references to clauses and subsidiary parts of clauses are to clauses and parts of clauses in this Agreement
      5. terms such as “herein”, “hereby”, “hereunder”, and “hereof” refer to this Agreement as a whole and not to the clause or subsidiary part where those terms appear
      6. references herein to any deed, agreement or other instrument are references to that deed, agreement or other instrument as it may from time to time be amended or extended in accordance with its terms
      7. references to a party mean a party to this Agreement, and include the successors and permitted assigns of a party. Headings to clauses are for convenience only and do not affect the meaning or operation of this Agreement.
      8. the Principal and the Agent may assume without further enquiry that a person who has been notified by the other of them as the nominee of that other is such a nominee and remains so until notified in writing to the contrary
      9. to the extent that it is a term of this Agreement that the Agent should enter into and perform a Rental Agreement as Agent of the Principal, Rental Agreement, means a contract between the Agent in its capacity as Agent for the Principal and the Customer and also a contract between the Principal and the Customer
  2. Appointment of Agent
    1. Subject to the Terms and Conditions of this Agreement, the Principal hereby appoints the Agent as its exclusive Agent to market, promote and enter into Rental Agreements with Customers in respect of the Caravan.
    2. The Agent hereby accepts such appointment and agrees not to use a third party to perform its obligations pursuant to this Agreement without the prior written consent of the Principal.
  3. Agent’s Obligations
    1. In addition to such other duties and obligations as are set forth in this Agreement, the Agent shall:
      1. use its best endeavours to ensure that the terms and conditions of each Rental Agreement entered into on behalf of the Principal are fully and properly performed and observed by the Customer
      2. covenant and agree with the Principal:
        1. to collect all monies payable under any Rental Agreement it enters into, to the extent that such monies belong to the Principal, and to hold the same in trust for the Principal without any deduction, except as specifically authorised by this Agreement, and to account for such monies by banking them to the account of the Principal, or otherwise as the Principal shall direct
        2. to notify the Principal forthwith of any monies banked for the credit of the Principal’s account and to notify the Principal as and when required by the Principal of all collections and deductions referred to in the previous sub-clause
        3. to notify the Principal forthwith of any communication in writing or otherwise received by the Agent with respect to any Rental Agreement and to deliver up to the Principal such communications as are in writing
        4. upon request by the Principal to deliver up to the Principal a copy of each Rental Agreement entered into on behalf of the Principal
        5. upon written request by the Principal and at the Principal’s cost to take all lawful steps for the enforcement of each Rental Agreement and the protection of the Caravan and the recovery of all monies and damages payable under the Rental Agreement including (without limiting the generality of the foregoing) in the name of the Agent or the Principal, or both, all lawful steps, actions, matters and things (including legal proceedings) for the recovery of monies or damages owing or unpaid by the Customer, the repossession of the Caravan, the making of claims under insurance policies and/or the enforcement of such policies.
      3. diligently market and promote the rental of the Caravan, and solicit rental Customers
      4. develop promotional materials for the rental of the Caravan
      5. assist the Principal in providing support services to Customers in respect of the Caravan
      6. fully and promptly answer all communications from the Principal and from Customers
      7. render such assistance as the Principal may reasonably request with respect to credit and collection matters
      8. prepare, maintain, and submit to the Principal on a timely basis, all documentation and reports reasonably required from time to time to be prepared, maintained or submitted, including but not limited to, the following:
        1. a quarterly report concerning current and prospective Customers, actual or pending Rental Agreements and related matters.
        2. invoice all Customers directly, and all payments due from Customers shall be made directly to the Agent, whereupon the Agent may deduct its commission before forwarding such payment to the Principal.
  4. Principal’s Obligations
    1. In addition to such other duties and obligations as are set forth in this Agreement, the Principal shall:
      1. during the currency of this Agreement adequately insure the Caravan against all risks and for the full insurable value with an appropriate insurer
      2. advise the Agent in writing of the periods during which the Caravan is available for rental
      3. assist the Agent where possible and supply any catalogues and other promotional literature at no charge to the Agent
      4. place advertisements in applicable publications where such publication will promote the Caravan
  5. Quotes and Rental Agreement
    1. The Agent may provide quotes for the rental of the Caravan at prices no less than the Principal advises the Agent in writing from time to time
    2. The Principal acknowledges that it has perused and approved the Agents Rental Agreement and agrees that the Agent may, at its sole discretion, amend or alter the Rental Agreement, including, but not limited to, the Terms and Conditions, without obtaining the consent of the Principal
    3. The Principal reserves the right, in its sole discretion, to accept or reject any proposed Rental Agreement before such agreement becomes binding on the parties, without incurring any liability to the Agent for commissions, damages or otherwise.
  6. Commission and Expenses
    1. The Principal shall pay to the Agent, as compensation for its services during the Term, a Commission in the amount defined in your written Agreement which will be presented to you on acceptance of your registration for signing.
    2. Upon receipt by the Agent of the payment of the rental deposit, or any other such payment, from Customers in accordance with the Rental Agreements entered into by the Agent, the Agent may deduct the requisite Commission in respect of the total amount due in respect of that rental and forward the remaining amount to the Principal. At the time of deduction of Commission and payment of the remainder the Agent shall furnish the Principal with an itemised statement setting forth the computation of the Net Rental Amount and of the Commission.
    3. In the event of termination of this Agreement for any reason, the Principal shall be obligated to pay Commission only with respect to the Rental Agreement procured by the Agent from Customers prior to termination of this Agreement
    4. Any adjustments which may be required pursuant to clause 6.2 hereof shall be made notwithstanding any termination of this Agreement
    5. The Agent and the Principal hereby agree on the Commission as defined in your written Agreement which will be presented to you on acceptance of your registration for signing and as otherwise varied by the parties from time to time in writing and the parties further agree that any additional expenditures or extraordinary expenses incurred by the Agent must be approved in advance by the Principal in order to be reimbursed.
  7. Term and Termination
    1. Term
      1. This Agreement shall commence on the Effective Date and shall, unless earlier terminated pursuant to clause 7.1 or 7.2 hereof, continue from the Effective Date for the Initial Term.
      2. Upon expiration of the Initial Term and each Renewal Term thereafter, this Agreement will be automatically renewed for the Renewal Term unless terminated by either party upon thirty (30) calendar days written notice to the other party prior to the expiration of the Initial Term or any Renewal Term.
    2. Termination Without Cause
      1. This Agreement may be terminated by the Principal at any time for any reason by giving thirty (30) calendar days written notice of such termination to the Agent. The Agent may terminate this Agreement at any time for any reason by giving thirty (30) calendar days written notice of such termination to the Principal.
    3. Termination for Material Breach
      1. This Agreement may be terminated by either party by giving seven (7) calendar days written notice of such termination to the other party in the event of a Material Breach by the other party.
    4. Effect of Termination
      1. Upon termination of this Agreement, the Agent shall cease all marketing and promotion of, and the solicitation of the rental of the Caravan and promptly return to the Principal all demonstration, promotional literature and other similar materials or effects which the Principal may have furnished to the Agent in connection with its rental activities.
  8. Force Majeure
    1. A party shall not be liable for any failure to fulfil its obligations under this Agreement (other than an obligation to pay money) if and to the extent to which fulfilment has been delayed, hindered, interfered with, curtailed or prevented by Force Majeure.
    2. A party intending to seek relief under this Clause shall, as soon as reasonably practicable after learning of the happening of a circumstance of Force Majeure, notify the other party of that circumstance, furnish reasonably full particulars thereof, and give the other party an estimate of the period of time required to enable it to resume full performance of its obligations. The giving of notice is not a condition precedent to reliance on or relief under this Clause.
    3. A party intending to seek relief under this Clause shall use reasonable endeavours in all the circumstances to eliminate the circumstance of Force Majeure relied on and to minimise the effects of that circumstance. Notwithstanding anything to the contrary expressed or implied herein, the settlement of any strike, lockout or labour dispute is entirely within the discretion of the party involved therein which may settle it at such time and on such terms and conditions as it considers advisable.
  9. Liability and Indemnity
    1. Apart from their respective obligations set out in this Agreement and subject also to sub`paragraphs 9.2 and 9.3, except for any non`excludable statutory provision to the contrary, neither party shall have any liability to the other for:
      1. the failure of the Caravan pursuant to a Rental Agreement to perform at all or to any set standard or criteria, or to be suitable for the purpose for which it was required, or any other purpose
      2. any act, omission, advice or representation of any party
      3. any loss, destruction or damage of whatever nature and howsoever caused to the Caravan
      4. any death, injury, disease or loss of whatever nature and howsoever caused to or suffered by any party or
      5. any other reason whatsoever.
    2. The Principal agrees to hold harmless and to indemnify the Agent for all Claims against the Agent, or from all acts or omissions performed or omitted by the Agent on behalf of the Principal where those acts or omissions are authorised by the Principal and are fully and properly performed in accordance with this Agreement or otherwise in accordance with the Principal’s instructions or directives in writing.
    3. In the case of liability of one party to the other which has not been excluded by clause 9.1 or 9.2, such liability is limited to the replacement value of the Caravan.
    4. The liability of either party shall not in any case (including proven wilful misconduct) extend to any loss of profit or other consequential loss or damage claimed against or suffered either by the Agent or the Principal.
  10. Miscellaneous
    1. The proper law of this Agreement and of all transactions hereunder is the law in force in the State of Victoria and all disputes between the parties arising hereunder shall be submitted to the Courts of Victoria only.
    2. A communication required by this Agreement, by a party to another, must be in writing and may be given to them by being:
      1. delivered personally or
      2. posted to their address specified in this Agreement, or as later notified by them, in which case it will be treated as having been received on the second business day after posting or
      3. sent by email to their email address, when it will be treated as received on that day.
    3. Subject to this Agreement, this document is binding upon and inures for the benefit of the respective successors and permitted assigns of the parties.
    4. Each of the Principal and Agent agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other party except:
      1. to its advisors, attorneys or auditors who have a need to know such information
      2. as required by law or court order
      3. as required in connection with the reorganisation of a party, or its merger into any other corporation, or the sale by a party of all or substantially all of its properties or assets or
      4. as may be required in connection with the enforcement of this Agreement.
    5. Neither party may without written approval of the other assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party except that a party may assign its rights or obligations to a third party in connection with the merger, reorganisation or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.
    6. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and contracts of the parties with respect thereto.
    7. The parties shall execute and do all such acts and things as may be necessary or desirable to give effect to this Agreement.
    8. The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy on a breach hereof does not constitute a waiver of any provision of this Agreement or limit that party’s right thereafter to enforce in full any provision of this Agreement or exercise any right arising hereunder. A waiver is effective only in writing and executed by the party from which the waiver is requested.
    9. An amendment to this Agreement is not effective unless it is in writing and executed by the parties.
  11. Third-Party Payment Provider
    1. The Agent resources financial services to the third-party “Stripe”. The Principal by virtue of agreeing to this agreement also acknowledges agreement to the “Stripe Connected Account Agreement” which is accessible at the following website address; https://stripe.com/au/connect-account/legal.
  12. Binding the Agreement
    1. Agreeing to the the website version of this Agreement by way of indicating acceptance with a checkbox on initial registration is considered as binding until a fully signed and executed agreement is presented to the Principal