This Agreement is between Retro Motels Pty Ltd (ACN 700 480 011) trading as Retro Motel Collective ('RMC', 'we', 'us') and the accommodation operator named in the Schedule (the 'Member', 'you'). It sets out how RMC is authorised to negotiate on the Member's behalf, the services RMC provides, the fees payable, and how either party may end the arrangement.
1. Appointment and authority to negotiate
1.1The Member appoints RMC as its non-exclusive commercial agent for the purpose of negotiating, on the Member's behalf, group terms with suppliers and service providers, including without limitation: online travel agencies and distribution platforms (including chain-level or portfolio arrangements with Booking.com and similar platforms), utilities and energy retailers, insurers and insurance intermediaries, property management and channel management technology providers, and suppliers of goods and services used in the operation of the Member's property.
1.2RMC may present the Member's property as part of a centrally represented portfolio, share the Member's property information (as supplied via the RMC member portal) with counterparties for that purpose, and execute non-binding expressions of interest on the Member's behalf. Any financial data is only referenced as an amalgamation of all members and not individual members.
1.3RMC will not sign any agreement that binds the Member without the Member's prior written approval, unless the Member has given RMC a specific written Letter of Authority for that negotiation. The Member remains free to accept or decline any negotiated arrangement. TO CONFIRM: whether OTA chain agreements will be signed per-property or by RMC under Letters of Authority
1.4This appointment is made in reliance on the collective bargaining arrangements available to small businesses under Australian competition law, including the ACCC collective bargaining class exemption. RMC will lodge and maintain any notification required for the class exemption to apply.
2. RMC services
2.1RMC will provide the services applicable to the Member's tier as described in the RMC Membership Tiers and Service Model document, which may include: group procurement, OTA and distribution negotiation, revenue and marketing support, and access to the RMC member portal.
2.2RMC will act honestly, in good faith, and in what it reasonably considers the collective best interests of members. The Member acknowledges that group arrangements are negotiated for the collective and may not be the best available terms for every individual member in every case.
3. Fees
3.1The Member will pay the monthly membership fee for their tier and property size as set out in the Schedule. Founding member rates are fixed for the life of the membership, subject only to annual CPI adjustment.
3.2Founding members will not be required to pay any fees until savings are found for their properties which are greater than the Retro Motels fees.
3.3Fees are payable monthly in advance by direct debit. 7 day grace period for any failed transactions, a 3% overdue fee 7 days after the due date of transaction. After 30 days of a payment being due the property will be removed from the platform and any group pricing.
4. Member obligations
4.1The Member will supply and keep current, via the RMC member portal, the property information reasonably required for RMC to perform the services (property details, contacts, photos, licences, insurance details, and technology/connectivity information).
4.2The Member warrants that the information it supplies is true, accurate and not misleading, that it holds all licences and permits required to operate its property, and that it is authorised to enter this Agreement for the property named in the Schedule.
4.3The Member will comply with the reasonable terms of any group arrangement it opts into, including supplier payment terms.
5. Liability
5.1RMC's total aggregate liability to the Member arising out of or in connection with this Agreement in any 12-month period is capped at the membership fees paid by the Member in that period.
5.2RMC is not a party to, and has no liability under, any contract formed between the Member and a supplier, platform or guest. The Member is solely responsible for the operation of its property and its obligations to guests. Retro Motels has no authority to sign any agreement on behalf of a property.
5.3Nothing in this Agreement excludes rights under the Australian Consumer Law that cannot lawfully be excluded. TO CONFIRM: solicitor to settle liability and indemnity wording
6. Term, opt-out and consequences of exit
6.1This Agreement starts on the date in the Schedule and continues until terminated.
6.2The Member may opt out of the services and terminate this Agreement at any time by giving 30 days' written notice to RMC. RMC may terminate on 30 days' written notice, or immediately for non-payment (30 days after payment was due), insolvency, or serious breach.
6.3On termination, from the effective exit date: (a) the Member ceases to be entitled to any rates, discounts, terms or benefits negotiated by RMC, including supplier and provider pricing, group insurance arrangements, and any RMC-negotiated OTA or distribution terms; (b) RMC will notify affected suppliers and platforms that the Member is no longer represented by RMC, and the Member's participation in group arrangements will be unwound in accordance with each supplier's terms; (c) fees are payable up to the end of the notice period; the onboarding fee is not refundable; (d) founding member pricing is forfeited and cannot be reinstated if the Member later rejoins.
6.4Clauses dealing with confidentiality, liability and accrued rights survive termination.
7. Confidentiality and data
7.1Each party will keep the other's confidential information confidential and use it only for this Agreement. Negotiated group rates and supplier terms are RMC confidential information. RMC will only refer to property financials based on an amalgamation of members to protect the privacy of our members, unless written approval received from a member.
7.2RMC will handle personal information in accordance with the Privacy Act 1988 (Cth) and its privacy policy, and will only share Member information with counterparties as needed to negotiate and administer group arrangements.
8. General
8.1The Member may not assign this Agreement without RMC's consent (not to be unreasonably withheld, including on a genuine sale of the property business).
8.2This Agreement is governed by the laws of Queensland, Australia.
8.3This Agreement, the Schedule and the RMC Membership Tiers and Service Model document form the entire agreement. RMC may update service descriptions on 30 days' notice; fee changes beyond CPI require the Member's consent.