Partner Terms of Business (Australia & New Zealand)
Last Updated September 2019.
- This Partner Terms of Business relate to your relationship with Flossie.com Ltd and subsidiary Powered by Flossie.com Ltd in New Zealand and Australia. (Altogether these are referred to as ‘Flossie’ throughout this agreement).
- We refer to you as the ‘Partner’ this includes any hair or beauty business operating in New Zealand and Australia.
- Customers can book a hair and/or beauty Appointment via our online services including our Website (book.flossie.com), App (Flossie mobile application on iOS & Android) and online frontend booking software Powered by Flossie used by hair and beauty businesses (‘Partners’) at unique subdomain addresses through which customers can book appointments directly with the Partner. (Altogether these make up the ‘Services’).
- We recommend that you print a copy of these Partner Terms of Business (‘Terms’) for future reference.
- You acknowledge that by participating in, and promoting your Appointments through Flossie you agree to be bound by these Partner Terms of Business. Your continued participation in, and promotion of Appointments through Flossie constitutes your agreement to these Terms.
- If at any time you cease to accept these Terms you must immediately cease participating in, and promoting your Appointments through Flossie and must notify Flossie in writing, and Flossie will within three working days remove your access to the Flossie interface, and Information in respect of you, your Appointments, will cease to be available through its Services, and Customers will cease to be able to access such information or booking appointments from the date of such removal.
- If you do not agree with these Terms, you must not use the Services.
- Capitalised terms have the meaning given to them in the definitions section at the end of these Terms.
- Flossie.com Ltd, registration number 3409935. Our registered address is 96 St Georges Bay Road, Auckland 1052, New Zealand.
What do we do?
We provide software that helps hair and beauty businesses (‘Partners’) retail their Appointments and products smarter online. Customers can instantly book and choose to pay an Appointment upfront. Appointments can be made via the Services and through Powered by Flossie Partner branded websites and apps.
Flossie is not intended for or directed at children under the age of 13 years. As such, Flossie is designed for adult user interaction. We do not intentionally collect personally identifiable information from children under the age of 13.
HOW WE WORK
- Authorise Flossie to sell any Appointment, as allowed via the Services in accordance with these Terms;
- grant Flossie a non-exclusive, royalty-free license to use, reproduce, display, distribute, and transmit your Information and Content, and any other information provided in connection with the sale of any Appointments via any Services and Channels;
- agree that Flossie will receive payment from Customers for Appointments via the Services in accordance with these Terms;
- agree and acknowledge that when a Customer books an Appointment, Flossie automatically and irrevocably assigns the benefit of its agreement with that Customer in respect of that Appointment to you, you will be deemed to have irrevocably accepted that Appointment, and you further agree that you are solely responsible for delivering the services comprised in the Appointment in accordance with these Terms, the terms of the appointment, and any applicable laws and regulations.
- agree that Customers pay upfront for their Appointment and you will not double charge and/or if extra costs are likely you will notify the Customer during their consultation
- Agree if you do double charge the customer than Flossie will still collect the already agreed Commission Fee for bringing the booking.
- You agree to deliver perform the services for a Customer strictly in accordance with the Appointment booked by that Customer, including without limitation to the full face value, at the relevant appointment time, and in accordance with these Terms, the terms and conditions applicable to the Customer in respect of the Service, and any applicable laws and regulations.
- You agree that you will not under any circumstances charge a Customer any additional amount for delivering the Appointment unless otherwise stated upfront in the Booking Terms on the service description advertised with the Appointment. For the avoidance of doubt, this does not restrict the Customer from acquiring goods directly from you in addition to the original appointment or requesting to add on additional services and/or treatments while in the salon, spa or clinic.
- You agree that you will not do, or fail to do, anything that will, or is likely to, result in any damage to the brand, reputation, or goodwill of Flossie or any of its directors, officers, employees or agents.
- By participating in, and promoting your Appointments through Flossie, you will receive the following:
- A screen in app and web page exclusively promoting you, your Appointments, and your Employees, a screen in app and web page listing all of the Appointments availability and a screen per Appointment, Employee profile;
- Promotion of you, your Appointments and your Employees via the Services as determined by Flossie, including (unless agreed otherwise in writing by Flossie) alongside other businesses (including their Appointments) participating in, and promoting Appointments through Flossie from time to time; and
- Collection, collation, and publication via the Services of reviews, and ratings in respect of, you, your Appointments, your Employees, received from Customers from time to time.
Testing and Reviews
- When you initiate your participation in Flossie you grant Flossie the right to nominate a representative (Customer) to attend up to two appointments with you in order to test and review your Appointments, environment, and the experience you offer. These appointments will be at your cost, and at no cost to Flossie or its nominated representatives and will be arranged as soon as possible after you initiate your participation in Flossie.
- You acknowledge and agree that Flossie may at any time publish ratings and reviews relating to you, your business, your Appointments and/or your Employees, via the Services and whether prepared by Flossie, its representatives, or any other person.
Partner Payment and Commission Fee
You acknowledge and agree that Flossie will deduct the Commission Fee from the money held by Flossie prior to making the Partner Payment.
- When a Customer books an Appointment, Flossie will hold the money received in an interest bearing bank account. You must deliver the Appointment provide the services booked in accordance with these Terms. Once Flossie has received notice from you that you have delivered the Appointment the Customer booked, Flossie will pay the Partner Payment to you by direct credit to your nominated bank account on the Thursday of the week after Flossie receives such notification from you.
- Flossie reserves the right to withhold payment from the Partner whereby a Customer books and pays upfront for the Appointment and the credit card has been compromised due to fraudulent activity.
- Each party will bear all of its own costs incurred in respect of the Appointment (including without limitation any relevant taxes such as GST).
- If you are required under any applicable law to make a deduction or withholding for GST, then you must include GST in the face value of the Appointment. The Commission Fee is calculated on that face value of the Appointment booked, disregarding the deduction or withholding.
- If for any reason a supply made by Flossie under or in connection with this agreement is a taxable supply for GST purposes, then at or before the time the consideration for the supply is payable, you must pay Flossie an amount equal to the GST for the supply (in addition to the consideration otherwise payable under this agreement for that supply), and must give Flossie a tax invoice for the supply.
Promotions and Offers
- With the prior written consent of Flossie, you may offer Promotions and/or Offers to selected Customers. For the avoidance of doubt, notwithstanding the application of any such Promotions and/or Offers, the Commission Fee payable to Flossie will be payable on the face value of the booked Appointment before any such discount is applied to the Appointment.
- If a Customer is dissatisfied with the services provided in the Appointment provided and/or the services provided in the Appointment are different to those featured in the Directory Listing, or you cannot deliver the services provided in the advertised Appointment, you must first try to resolve the Customer’s dissatisfaction amicably directly with the Customer and may in seeking to do so:
- re-deliver the Appointment at no extra cost to the Customer with no recourse to Flossie; and/or
- provide the Customer with a refund to be dealt with through Flossie. The maximum amount refunded in cash to a Customer by Flossie is limited to the amount paid by the Customer minus any Discount applied to the purchase price for the Appointment. Where a Customer has applied any Discount to the purchase price, Flossie may at its discretion provide the Customer with Discounts in respect of that portion of the purchase price; and/or
- offer to deliver provide alternative services in the Appointment to the Customer to the value of the original appointment with no recourse to Flossie.
- If you are unable to resolve a matter that arises within three days of notification from the Customer, you must direct the Customer to take the matter up directly with Flossie, and Flossie will seek to resolve the matter on your behalf. You irrevocably authorise Flossie to offer the options provided under paragraph 1 (under Dissatisfied Customer) of these Terms to the Customer to resolve the matter, and, if accepted by the Customer, you must deliver to the Customer the options accepted (as applicable) as soon as possible upon notice from Flossie.
- Flossie has the right to charge the Partner on all Appointments promoted through Flossie where the Customer is dissatisfied in any way with the service provided in the Appointment and booked through Flossie. Any such refund will be dealt with through Flossie. The maximum amount refunded in cash to a Customer by Flossie is limited to the amount paid by the Customer minus any Discount applied to the purchase price for the services in the Appointment. Where a Customer has applied any Discount to the purchase price, Flossie may at its discretion provide the Customer with Discounts in respect of that portion of the purchase price.
- Australian Partners only: for the purposes of the Australian Consumer Law, you agree to indemnify us for any costs, liabilities, and damages (including Consequential Loss) that we suffer or cost we incur as a result of being held to be a ‘supplier’ of the services in the Appointments as that term is used in the Australian Consumer Law. You must comply with your obligations under the Australian Consumer Law as a ‘supplier’ of services in the advertised Appointments to the Customer. To the maximum extent permitted by law, you indemnify Flossie against all costs, liabilities, and damages (including Consequential Loss) that Flossie may suffer in any way related to your participation in Flossie, your Appointments, including without limitation as a result of your inability to meet your obligations or under the Australian Consumer Law. You indemnify Flossie, and agree to pay on demand, any amount Flossie refunds to a Customer on your behalf to satisfy Flossie’s or your obligations under the Australian Consumer Law. This indemnity will be reduced to the extent that the loss or liability is contributed to by our breach of this Agreement or our negligence.
- Where a Customer purchases your services advertised in the Appointment but does not attend the appointment time (i.e. a “no-show”) you will still be paid the Partner Payment.
- Flossie reserves the right to withhold payment from the Partner whereby a Customer purchases your services advertised in the Appointment and the credit card has been compromised due to fraudulent activity.
- You must provide Flossie with full details of your cancellation policy and any amendment to that policy from time to time, and Flossie may (in its discretion) elect to adopt your cancellation policy in relation to your Goods and/or Services. Generally, any amendment to your cancellation policy will be applied by Flossie from the date that is five days after you notify Flossie in writing of such amendment. If you do not provide Flossie with full details of your cancellation policy then Flossie will apply its default policy, namely that a Customer will not receive a refund for an appointment if it seeks to cancel the appointment at any time that is 24 hours or less prior to the appointment time comprised in the appointment.
- Any cancellation of an Appointment will be undertaken through Flossie and you will direct any Customer seeking to cancel an appointment to do so through Flossie. Flossie will (in its discretion) adopt the cancellation policy you have provided to Flossie, or if you have not provided one then Flossie will apply the default cancellation policy.
- Subject to the applicable cancellation policy (unless agreed otherwise in writing by Flossie), a Customer may reschedule the appointment time by contacting you or through Flossie and you must use commercial reasonable endeavours to confirm an alternative appointment time that is satisfactory to the Customer as soon as practicable following contact from the Customer.
- If an alternative appointment time is achieved, then at the time that the alternative appointment time is confirmed with the Customer you must update your Flossie interface so that the applicable reminders apply in respect of the alternative appointment time.
Liability and Disclaimers
- New Zealand Partners: The Consumer Guarantees Act 1993 and the Fair Trading Act 1986 may imply warranties or conditions or impose obligations which cannot be excluded, restricted, or modified. These Terms must in all cases be read subject to those statutory provisions.
- Australian Partners: Nothing in this agreement is intended to limit any of your rights (if any) under the Australian Consumer Law. If the Australian Consumer Law or any other legislation states that there is a guarantee in relation to any good or service supplied by Flossie in connection with this agreement and Flossie’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then no other clause limits that liability and instead Flossie’s liability for such failure is limited to (at Flossie’s election):
- in the case of a supply of services in appointments, Flossie replacing the services advertised in the appointment or supplying equivalent services, repairing the services, paying the cost of replacing the services or of acquiring equivalent services, or paying the cost of having the services repaired; or
- in the case of a supply of services, Flossie supplying the services again or paying the cost of having the services supplied again.
- Flossie is not liable to you in any way, whether in contract, tort (including but not limited to negligence) or otherwise, for any loss, liability, costs, or damages (including without limitation, indirect or consequential loss), and loss of business or other profits (suffered or incurred or claimed to have been suffered or incurred by you or any other person) related to, or in any way connected with, your participation in, and promotion of your Appointments through, Flossie via its Services and Channels, these Terms, or the exercise or purported exercise of any rights conferred on Flossie under these Terms.
- As Flossie is relying on the accuracy of the Content you supply, Flossie does not warrant or guarantee the accuracy or completeness of any Content about you, your Appointments presented or promoted through Flossie via the Channels and Services, and will not be liable in any way for any errors, omissions, misleading statement, misplacements, or incorrect statements, or be liable for any loss or damage or poor performance howsoever caused by you.
- You acknowledge and agree that:
- you are solely responsible for all and any Content presented through a Channel and Service in respect of you, your Appointments and employees. Flossie does not warrant or make any representation about any such Content;
- you will regularly review all such information to ensure that it is accurate and will use your Flossie interface to correct any inaccuracies or, if you cannot correct such inaccuracy, you will notify Flossie of any such inaccuracy with a request that it be amended. Flossie will seek to make any such amendment within 7 days of receipt of such written notification from you;
- Flossie may at any time edit or remove any Content provided via the Channels and Services where it is determined by Flossie such Content breaches these Terms or any applicable laws and regulations, or is otherwise inappropriate or objectionable;
- Flossie is not responsible for any communications between you and any user of Flossie (including Customers), whether or not such communication has occurred as a result of use of Flossie; and
- you are solely responsible for the acts and omissions of your employees, contractors or agents that acquire access to Flossie’s interface or any other third party that acquires access to the interface through the use of usernames or passwords issued to or by you.
Warranties and Indemnity
- You warrant that:
- all of the Information you supply to Flossie is or will be free from any errors, omissions, misleading statement, misplacements, and incorrect statements, and if any such errors, omissions, misleading statement, misplacements, or incorrect statements arise you will promptly correct them;
- all Information you supply to Flossie is not, or will not be, illegal, objectionable, deceptive, incorrect, or misleading, and will comply with all relevant laws relating to the promotion and advertising of your Appointments and does not, or will not, infringe the Intellectual Property Rights of any person;
- you will honour all Appointments in a safe and professional manner, in accordance with the best industry standards and practices, and any applicable laws and regulations;
- you will not impose on any Appointments any further terms which are not disclosed to the Customer on acquisition, or which are in violation of any laws or regulations;
- you have all the necessary Intellectual Property Rights in any Information you provide to Flossie and any Content about you so as to allow Flossie to promote such Information via the Services and Channels without infringing the Intellectual Property Rights of any person;
- you irrevocably authorise Flossie, its directors, officers, employees and agents to access any booking system software you may own or use for the purpose of promoting your Appointments through Flossie.
- You indemnify Flossie, its directors, officers, employees and agents from and against all losses, costs, expenses (including all solicitors fees on a full indemnity/client and solicitor basis), actions or claims directly, indirectly incurred or suffered by them arising in relation to your participation and promotion of your Appointments through Flossie via its Services, any Information or Content provided by you to Flossie, the use of any booking system software you may own or use, any claim or demand made by any person (including Customers) in relation to any matter concerning you, your Appointments, redemption of any Appointments, or as a result of any breach of these Terms (including any warranty) by you.
- Flossie is not responsible under any circumstances to you or any person for any failure of, or interruption to, the Services, your Flossie interface, or any booking system software you may own or use, at any time.
- Flossie does not warrant or represent that the Services, will be compatible with any software applications you use, or will otherwise meet your requirements and be suitable for your purposes.
- You must obtain consent from, and make any necessary disclosures to, all relevant individuals before disclosing any of their Personal Information to Flossie under these Terms, and otherwise comply in all respects with your obligations under the Privacy Act.
- You must give all assistance Flossie requires and comply with all directions Flossie gives you from time to time in relation to compliance with the Privacy Act, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information disclosed under these Terms.
- You must notify Flossie immediately if you become aware of any breach of this clause or any of your obligations under the Privacy Act.
- It may become necessary or convenient for Flossie to provide its related bodies corporate, affiliates, clients or commercial partners (Associates) including Associates overseas, with your or a Customer’s Personal Information. This may be for any reason, but could include:
- to satisfy any of Flossie’s responsibilities to its Associates; or
- to cooperate with its Associates in the event they require the Personal Information for activities associated with your engagement of Flossie.
- If you consent to Flossie disclosing your Personal Information to its overseas Associates (including those in New Zealand), than Australian Privacy Principle 8.1 (which requires Flossie to take steps as are reasonable in the circumstances to ensure the Associate does not breach the Australian Privacy Principles), will not apply to the disclosure. Your use of Flossie constitutes consent for the purpose of this clause 40.
- If you become aware of a Data Breach, or are or may be required by the Privacy Act to disclose any Personal Information Flossie gives to you, then you must immediately notify Flossie about the Data Breach and any other information requested by Flossie.
Variation & Conflict
- Flossie may amend these Terms at any time. Flossie will send you notice of any amendment to the email address provided by you. If you do not object to the amendment in writing by reply email to us, within 7 days of the date of that notice, then you will be deemed to have accepted that amendment and the amendment will take effect from the date of the notice. If you propose an amendment to these Terms such amendment will only be effective if, and at the time that, Flossie (in its sole discretion) expressly agrees in writing to the proposed amendment. You are responsible for ensuring that the Information you have provided to Flossie at any time, including without limitation your contact details, remains current and accurate.
- In the event of any conflict between your terms and conditions (if any) or the terms of any appointment and these Terms, these Terms will prevail for all purposes.
- If a dispute arises between you and Flossie or you and a Customer, you agree to attempt to resolve the dispute amicably through negotiation or other informal means before pursuing any further formal legal action.
- You acknowledge and agree that nothing in these Terms grants you any right, title or interest in the Intellectual Property Rights owned by or licensed to Flossie.
- Flossie gives no warranty that participation in and promotion of your Appointments using Flossie, does not infringe the Intellectual Property Rights or other rights of any third party.
- Flossie may terminate your participation in Flossie at any time with or without cause effective on 1 days notice of the same being sent to the email address provided by you, unless you suffer an Insolvency Event, in which case Flossie may terminate immediately by giving you notice. On or any time after termination, Flossie will remove your access to the Flossie interface, and Information in respect of you, your Appointments, will cease to be available through its Services, and Customers will cease to be able to access such Information or book appointments from the date of such removal.
- If your participation in Flossie is terminated at any time, any Appointments that have been acquired by Customers in the period before Customers cease to be able to book Appointments through Flossie must be honoured by you strictly in accordance with these Terms. However, Flossie reserves the right to cancel any appointments provided it is not within the no cancellation period specified in your cancellation policy or the default cancellation policy summarised under the section Cancellations.
- New Zealand Partners: These Terms are governed by the laws of New Zealand and you submit to the exclusive jurisdiction of the New Zealand courts.
- Australian Partners: These Terms are governed by the laws of New South Wales and the parties agree to submit to the exclusive jurisdiction of the New South Wales courts.
App means any mobile applications (including without limitation iOS and Android mobile applications) managed by Flossie.com Ltd.
Appointment means any services that you offer available to book through Flossie.
Australian Consumer Law means schedule 2 of the Competition and Consumer Act 2010 (Cth).
Channel means any and all media formats in which Flossie markets, promotes, transmits, sells and/or distributes an appointment through, including without limitation the Website, the App, or any third party platform (including without limitation a Facebook, Instagram or Google Ads) and Powered by Flossie unique subdomains used by hair and beauty businesses to sell their appointments through.
Consequential Loss means any one or more of the following: (a) loss of bargain; (b) loss of revenues; (c) loss of reputation; (d) indirect loss; (e) loss of profits; (f) consequential loss; (g) loss of actual or anticipated savings; (h) lost opportunities, including opportunities to enter into arrangements with third parties; (i) loss or damage in connection with claims against you by third parties; and (j) loss or corruption of data, or any loss which does not arise naturally, that is during the ordinary course of things, as a result of the relevant breach.
Content means any Information published or made available via the Service, whether generated by Flossie, you, the Customer, a user of Flossie, or any other person.
Customer means any person booking an Appointment from time to time who has signed-up with a Flossie account.
Data Breach means any actual, apparent, suspected or anticipated: (a) impairment, compromise or damage to the confidentiality, reliability, integrity, value or assurance of Personal Information given to you by Flossie; (b) flaw or vulnerability of any kind in the security controls or other measures used to protect Personal Information; or (c) misuse or loss of, interference with or unauthorised access to, modification of or disclosure of Personal Information given to you by Flossie.
Flossie means Flossie Pty Ltd ABN 49 622 895 747 (Australia) and all its related bodies corporate and affiliates, including Flossie.com Ltd, Powered by Flossie.com Ltd.
Goods means any goods that you offer.
Information means any and all information relating to you, your business, your Goods and/or your Services whether or not provided by you, including without limitation any brands, company names, trade names, trade marks, domain names, social media tags and accounts, designs, pictures, graphics, photographs and artworks, patents, copyrights, confidential information, and/or other Intellectual Property Rights , in each case whether registered or unregistered.
Insolvency Event (Australian Partners only) means any of the following events:
- a controller (as defined in the Corporations Act 2001 (Cth)) is appointed to the party, or over any of the property of the party;
- the party becomes bankrupt;
- a controlling trustee is appointed to the party, or over any of the property of the party;
- the party or the party’s property becomes subject to a personal insolvency arrangement under part X Bankruptcy Act 1966 (Cth) or a debt agreement under part IX Bankruptcy Act 1966 (Cth);
- the party is unable to pay its debts when they become due and payable;
- the party ceases to carry on business; or
- any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all industrial and intellectual property rights, both in New Zealand and Australia, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, know-how, trade or business or company name, or right of registration of those rights.
Partner means any salon, spa or clinic that has agreed to have their business, services and employees profiled in the Flossie app, web and are accepting bookings.
Partner Payment means the monies received in cleared funds by Flossie in respect of the booked appointment by a Customer minus the Commission Fee.
Personal Information has the meaning given to that term by the Privacy Act.
Privacy Act (Australian Partners only) means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.
Promotion, Offer, Discount means any preferential pricing, promotion, promotional code, voucher and/or anything having the same or substantially the same effect, able to be applied to the purchase price for goods and/or services through Flossie.
Services means Flossie’s online appointment booking system which may be accessed via the Flossie interface.
Terms & Conditions, Terms means these terms and conditions, including as amended from time to time.