Host Terms and Conditions

Company legal name: Planit BNB Limited (NZBN 9429046991638)

Registered office: Deloitte, Level 13, Otago House, 481 Moray Place, Dunedin 9016, New Zealand

Trading name: Planit

Website: www.planit.co

Contact: info@planit.co | +64 3 974 4322 (WhatsApp available)

The terms and conditions set out in this document (these Terms) are a binding legal agreement between you (Host, you, your) and Planit BNB Limited trading as Planit (Planit, we, us, our) and set out the terms and conditions on which we will provide our customised itinerary and travel planning services (Services) to you and your Guests. These Terms will apply from the date on which you first use Planit's Services (Effective Date). By accessing the Website or using the App and/or the Services, you are accepting and agreeing to these Terms. If you do not agree to these Terms then you may not use the Website, the App or the Services.

We will notify you of any amendments to these Terms by giving you a minimum of thirty (30) days' notice by email to the email address that you provided to us as part of your account registration, or a notification via SMS or other messaging service; or presenting the revised Terms to you when you log in to the Services. The updated Terms will become effective on the date specified in the notice or in the revised Terms, unless you accept them earlier online or offline. Any continued use by you of any of the Services will indicate your acceptance of the amendment(s).

1. Definitions

Activity means an activity, excursion, event or experience Booked by a Guest with an Activity Provider.

Activity Provider means any third party provider of Activities to Guests pursuant to Bookings.

App means any smartphone application(s) from which we now or may in the future provide the Services (and any updates, modifications or supplements to such application(s)).

Booking means a booking for an Activity which is made by a Guest with one or more Activity Providers using your Host Code and Book and Booked shall be construed accordingly.

Commission means the commission (calculated at the Relevant Percentage) which is payable to you in accordance with clause 5 and is inclusive of GST.

Guest means any person(s) 18 years of age or older with a confirmed and paid reservation to stay at your Property.

GST means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.

Host Code means one or more unique codes issued to you to enable your Guests to Book Activities with Activity Providers.

Intellectual Property means all intellectual property rights, including patents, trade marks, service marks, logos, trade dress, trade names, domain names, rights in designs, copyright (including, in relation to Planit, in the App, the Manual and the Website), database rights (including lists of Guests), and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all other rights or forms of protection having equivalent or similar effect anywhere in the world.

Manual means the hard-copy and online manual published from time to time by Planit (and any updates or supplements), which includes, among other things, the latest promotions from Activity Providers.

Personal Information means information about an identifiable individual.

Platform Provider means any holiday/vacation rental, visitor or short-term accommodation online marketplace platform (including but not limited to Airbnb, Vrbo and Booking.com) through which Guests book stays at the Property.

Property means a property owned or managed by you and which is marketed to potential Guests and which may be listed on a Platform Provider.

Relevant Percentage means 10% of the commission earned by us (excluding all applicable service and other fees) and received from our Activity Providers in respect of Bookings made using a relevant Host Code, unless we have expressly agreed otherwise with you in writing.

Services means Planit's customised itinerary and travel planning services.

Website means the Planit website from which we provide the Services, currently hosted at www.planit.co (and any updates, modifications or supplements to such website).

2. Registration

You must register an account and create a profile with Planit to receive a Host Code and to access and use the Services. In order to register and create a profile you may be required to provide us with Personal Information which may include your name, a valid email address and phone number. Parts of your profile (such as your Host Code, host name, and feedback history) may be part of your public profile page and be publicly visible to others.

3. Our obligations

We will:

1. a.issue you with a unique Host Code;

1. b.provide the Services to your Guests via the Website and/or the App (as applicable);

1. c.provide the Services to Guests on request, including through support provided by our App and by telephone and email; and

1. d.pay the Commission to you directly in accordance with clause 5.

4. Your obligations

You will:

1. a.promote Planit and the Services to your Guests, including by:

1. i.referring to Planit as your sole and exclusive supplier of customised itinerary and/or travel planning services, in communications both with your Guests and your Platform Providers;

ii. promoting (and where applicable instructing all of your local holiday managers and other agents appointed in relation to the Property to promote) Planit's Services to Guests during the Guest onboarding and check-in process;

iii. making the Manual prominently accessible to Guests during their stay at the Property.

1. b.not promote (whether to the Guests, the Platform Providers or otherwise) or engage any other provider of services substantially similar to the Services during the Initial Term or any Renewal Term.

5. Commission and payment

1. a.We will pay you, or procure onward payment to you in full (without deduction or set-off of any kind) of, the Commission in accordance with this clause 5. For the avoidance of doubt, any Bookings made by Guests without the relevant Host Code will not be eligible for or earn the Commission.

1. b.No Commission is payable for:

1. i.Bookings that are refunded to the Guest, for any reason whatsoever including cancellation. In the event a Booking is refunded to a Guest following payment of Commission to you, the portion of Commission attributable to that Booking (Deduction Amount) will be deducted from the next payment of Commission to you. If no Commission is payable to you within three months of such refund, we will invoice you for the Deduction Amount; or

ii. Bookings made by a Guest after the date on which their itinerary concludes.

1. c.Payment of all Commissions earned by you will be made by us to a bank account nominated by you by the 20th day of the calendar month following the date on which the Activity is completed. Payment of any Deduction Amount(s) invoiced to you as contemplated in clause 5(b)(i) will be made by you within 14 days of the date of such invoice(s).

1. d.You shall be solely responsible for the payment of any and all taxes (including GST) that may be payable on Commissions paid to you as a consequence of these Terms.

1. e.We will provide you with a weekly remittance report of all Commissions payable to you at the time of the report.

6. Term and termination

1. a.These Terms will come into force as of the Effective Date and will remain in force until the first anniversary of the Effective Date (the Initial Term), unless automatically renewed or earlier terminated by either party.

1. b.These Terms will be automatically renewed for successive 12-month terms (each a Renewal Term) unless either party provides written notice to the other of its desire to terminate this agreement no later than one month prior to (and with effect from) the end of the Initial Term or the relevant Renewal Term.

1. c.At any time during the Initial Term or any Renewal Term, either party to these Terms may terminate these Terms with immediate effect by notice in writing to the other party if the other party:

1. i.commits a material or persistent breach of any of the terms of these Terms, which breach is either incapable of remedy or (if capable of remedy) not remedied within a reasonable period of a notice specifying the breach and requiring it to be remedied; or

ii. becomes bankrupt or insolvent or if a petition or other proceeding is filed by or against the other party for reorganisation, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of the other party's property and assets or a substantial part thereof, or if the other party makes an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of the other party.

1. d.As soon as reasonably practicable after termination of these Terms, each party will return to the other party all Confidential Information or other promotional documentation or other property belonging to the other party then in the first party's possession or under its control. In particular the Host shall return the Manual to Planit.

7. Confidentiality

Neither party shall (without the other party's express prior written consent) disclose any Confidential Information belonging to the other party to any person other than its employees or authorised agents who have a need to know; the same to enable that party to fulfil its obligations hereunder. For the purposes of this clause, Confidential Information comprises information relating to that party (including without limitation its business, financials, customers, suppliers and Intellectual Property) which is either confidential in nature, marked as confidential or disclosed in circumstances such that it could reasonably be considered to be confidential in nature, but excludes information (a) that becomes publicly known other than through a breach of an obligation of confidentiality; (b) that is received in good faith by a party from a third party having legitimate possession of the information disclosed and the right to make such disclosure; (c) that was in the receiving party's legitimate possession prior to disclosure hereunder; or (d) that is approved for disclosure by express written approval of the disclosing party. For the avoidance of doubt, the Host shall not disclose the commercial terms of the contract formed by these Terms to any third party or use them for publicity purposes without Planit's prior written consent.

8. Data privacy

Where any aspect of the Services requires the collection or processing of Personal Information, it shall be collected or processed (as applicable) in accordance with the Privacy Act 2020 of New Zealand (Privacy Act) and any other applicable privacy laws and regulations. You warrant, represent and undertake to Planit that:

1. a.you have obtained all necessary rights, consents and authorisations (including without limitation under the Privacy Act), including in any agreement with your Platform Provider(s), to collect the Guest's Personal Information and disclose it for it to be disclosed (either directly by you or via your property management system) to Planit for the purposes contemplated by these Terms; and

1. b.you have provided, or have ensured that your Platform Provider has provided, clear and adequate notice to Guests that their Personal Information may be shared with Planit for the purpose of offering additional services during the Guest's stay and that such notice is sufficient to obtain any required informed consent or to otherwise render the disclosure lawful under the Privacy Act; and

1. c.the Personal Information provided to Planit is accurate, up-to-date and collected in accordance with IPP 1 (Purpose of collection of personal information) and IPP 3 (Collection of personal information from individual concerned) of the Privacy Act and the disclosure of a Guest's Personal Information to Planit complies with all applicable laws, including the information privacy principles (IPPs) under the Privacy Act, particularly IPP 10 (Limits on use of personal information) and IPP 11 (Limits on disclosure of personal information), and does not constitute an unauthorised use or disclosure of personal information.

You agree to indemnify, defend and hold harmless Planit, its officers, directors, employees, agents and affiliates from and against any and all claims, demands, actions, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

1. d.any breach of the representations, warranties or undertakings set out in this clause 8;

1. e.any claim by a Guest or third party that your collection of a Guest's Personal Information and its disclosure to Planit violates the Privacy Act or any other applicable law relating to confidentiality, privacy or data protection; or

1. f.any notifiable privacy breach (as defined in the Privacy Act) relating to a Guest's Personal Information prior to its disclosure to Planit.

The representations, warranties, undertakings and indemnity in this clause 8 survive the termination or expiry of the contract formed by these Terms.

9. Status

We are and shall be for all purposes of our engagement with you pursuant to these Terms an independent contractor and not an employee, agent, partner, or joint venturer with you nor shall anything in these Terms be construed as creating any other relationship between us and you. Neither party shall:

1. a.have any power or authority to bind the other or to assume or create any obligation or responsibility, express or implied, on the other's behalf or in the other's name;

1. b.represent to any person or entity that it has such power or authority.

10. Intellectual Property

You hereby acknowledge and agree that, notwithstanding anything in these Terms, all Intellectual Property in the Planit platform, including in the App, the Manual and the Website, is and shall at all times remain the property of Planit. You shall not make use of any such Intellectual Property in any way, unless expressly permitted by these Terms. Planit hereby grants you a royalty-free, non-exclusive licence during the Initial Term and any Renewal Term to use such Intellectual Property only to the extent that such use is reasonably required by you to enable you to meet your obligations under these Terms, including without limitation, for the purposes of promoting Planit's Services.

11. Liability

While we make every effort to curate the best Activities for your Guests, you acknowledge and agree that (1) all of the Activities Booked by Guests through our platform are provided by Activity Providers who are independent third parties who pay a commission to Planit for such Bookings and (2) Planit shall not be responsible or liable for any acts, errors, omissions, delays, missed connections, accidents, losses, injuries, deaths, property damage, or any indirect or consequential damages resulting therefrom which may be the result of action, inaction, default or insolvency of any Activity Providers, except in the case of gross negligence or wilful misconduct by Planit. We do not give any representation or warranty with respect to any aspect of any Activity Provider's Activities and, in the event of an Activity Provider's default with respect to all or any part of such Activity Provider's Activities, the Host's and the Guest's sole recourse shall be with the Activity Provider, and shall be subject to said Activity Provider's own terms and conditions.

12. Disputes

Where any dispute arises, the party raising the dispute must notify the other party in writing specifying the matter in dispute. The parties shall meet and discuss the dispute in good faith, within 14 days of written notice of the dispute. If the dispute is not resolved within 14 days of written notice of the dispute being given (or any longer period agreed to by the parties) the dispute will be referred to mediation by either party giving written notice of such referral to mediation to the other. Until mediation ceases, neither party may commence legal proceedings. The mediation procedure is:

1. a.the party who wishes to resolve a dispute must give notice of a dispute, stating the matters in dispute, to the other party;

1. b.when notice has been given, the parties will appoint a mediator. If they fail to appoint a mediator within 14 days, on request of either party, the mediator will be appointed by the President of the New Zealand Law Society or the President's nominee;

1. c.the parties must cooperate with the mediator in an effort to resolve the dispute;

1. d.if the dispute is settled, the parties must sign a copy of the terms of the settlement;

1. e.if the dispute is not settled within 14 days after the mediator has been appointed, or within any extended time that the parties agree to in writing, the mediation must cease;

1. f.each party must pay a half share of the mediator's fee and costs including travel, room hire, refreshments etc.

The terms of settlement bind the parties and override the terms of the Agreement if there is any conflict.

The terms of settlement may be used as evidence in any mediation or legal proceedings.

Written statements given to the mediator or to one another, and any discussions between them or between them and the mediator during the mediation are not admissible by the recipient in any legal proceedings.

13. Notices

Any notice or other communication (Notice) given under these Terms must be in writing. Notices are deemed served at these times when:

1. a.given personally, on delivery;

1. b.sent by email, when delivered to the recipient's email server (unless a bounce-back is received).

Any Notice served on a Saturday, Sunday or public holiday is deemed served on the first working day after that day.

14. Privity

These Terms do not and are not intended to create an obligation or benefit enforceable by Guests, Activity Providers or Platform Providers.

15. No waiver

No failure or delay by us in insisting on the strict performance of these Terms or to exercise any right under these Terms will operate as a waiver of those matters. A waiver will not be effective unless it is in writing and a waiver of a particular breach will not be a waiver of any other breach.

16. Severance

Any unlawful or voidable provision in these Terms will be severed from these Terms without affecting the validity, legality or enforceability of the remaining provisions.

17. Entire agreement

These Terms constitute the entire agreement and understanding between the parties relating to the subject matter hereof, and supersede all other agreements, oral or written, made between the parties with respect to such subject matter.

18. Contact information

For any questions, concerns, or to exercise your rights under these Terms, please contact Planit via:

Email: info@planit.co