Introducer agreement.

Words and expressions defined in the Platform Terms have the same meaning when used in this Agreement, unless otherwise defined in this clause 1. In addition, in this Agreement:

Bond means, for a Booking, the bond payable by the Guest as provided in the applicable Guest Booking Request.

Commission means the amount payable by the Host to ærspace for an Introduction that results in a Booking, as set out in Schedule 2.

Booking Fees means all amounts payable by a Guest in connection with a Booking (including hire fees, cleaning fees and any agreed extras or other charges), but always excluding the Bond.

Guest Booking Request means, for a Booking and following an Introduction, the guest booking request issued by the Guest and confirmed by the Host, in the manner as provided in the Platform Terms and which sets out the specific agreed details of the Booking between the Guest and the Host.

Hire Fees means, for a Booking, the hire fee, cleaning fee and any other charges specified relating to the Booking as set out in the Guest Booking Request, including any applicable GST.

Introduction means ærspace providing the Host with information about a Guest, or providing a Guest with information about the Host or the Space, for the purpose of facilitating a possible Booking.

Platform Terms means the ærspace Platform Terms of Use, as amended from time to time in accordance with their terms, and for these purposes includes the ærspace Website Terms and the ærspace Privacy Policy.

Space means the premises, venue, facilities or areas described in Schedule 1.

Venue Hire Terms means, for a Booking and following an Introduction, the venue hire terms agreed between the Guest and the Host for the Booking, in the manner as provided in the Platform Terms.

The Platform Terms are incorporated into and form part of this Agreement. The Host confirms that it has read, understood and agrees to the Platform Terms.

If there is any conflict or inconsistency between this Agreement and the Platform Terms, this Agreement prevails to the extent of the conflict, except that the Platform Terms will always govern the Host's use of the Platform, including account access, listing functionality, and suspension or removal of content.

The Host appoints ærspace as a non-exclusive introducer of potential Guests, on the terms of this Agreement and the Platform Terms and ærspace accepts such appointment.

The Host appoints ærspace as its payment agent in respect of payments made by Guests for Bookings under the terms of this Agreement and the Platform Terms and ærspace accepts such appointment.

The Host must register for and maintain a Host account on the Platform and must list the Space on the Platform in accordance with the Platform Terms.

Nothing in this Agreement requires ærspace to introduce any minimum number of Guests to the Host, promote the Space for any minimum period, or guarantee that any Guest will enter into, or comply with the terms of, a Booking.

Unless otherwise agreed by the Parties in writing for a particular Booking, the payment flow for each Booking shall be as follows:

1. After formation of the Booking, the Guest pays to ærspace, as payment agent of the Host, the Hire Fees and the Bond. The Hire Fees and the Bond are payable by the Guest in full, in a single upfront payment made through the Platform, at the time provided in the Guest Booking Request and the Venue Hire Terms. ærspace receives and holds the Hire Fees and the Bond purely as payment agent for the Host and, other than as relates to its rights to receive the Commission under this Agreement, ærspace has no legal or beneficial interest in the Hire Fees or the Bond.
2. After receipt by ærspace of the Hire Fees and the Bond as provided in clause 3.1(a), ærspace will pay the amount of the Hire Fees less the applicable Commission to the Host within 5 business days after the completion of the Booking, in the manner provided in the Guest Booking Request and the Venue Hire Terms, and ærspace will hold the Bond in the manner provided in the Guest Booking Request and the Venue Hire Terms.
3. After the Booking has completed, the Bond will be returned in whole or in part by ærspace to the Guest on behalf of the Host within 2 business days after the end of the Booking (or, where a damage claim is made under the Venue Hire Terms, within 2 business days after the claim is resolved), or paid by ærspace to the Host in whole or in part as provided in the Guest Booking Request and the Venue Hire Terms. The Bond is a security deposit only. It will be held by ærspace and refunded to the Guest in accordance with this clause 3.1(c), less any amounts properly deducted under this agreement. The Bond does not constitute trust money, and ærspace may co-mingle it with its own funds pending refund.

Commission payable. The Host must pay ærspace Commission calculated in accordance with Schedule 2 for each Booking that results from an Introduction by ærspace. The obligation of the Host to pay the Commission to ærspace will be satisfied as provided in clause 3.1 or as otherwise agreed by ærspace.

When Commission is earned. Commission is earned by ærspace when a Guest introduced by ærspace enters into a Booking with the Host, or ærspace or the Host receives any payment, booking fee or other benefit from that Guest in connection with the Booking, whichever occurs first.

1. The Commission is inclusive of GST and is calculated on the total Hire Fees for the Booking, which are themselves stated inclusive of GST (GST is included in the amounts the Guest pays — it is not added on top).
2. ærspace will issue the Host a GST tax invoice (or, where the Parties agree, a buyer-created tax invoice) for the Commission for each Booking, and may set off the Commission against amounts payable to the Host as provided in clause 3.1(b).
3. Each Party is responsible for its own GST registration and for accounting for GST on amounts it receives, and must provide the other Party with any information reasonably required for GST purposes.

Unless otherwise agreed in writing by ærspace, commission is payable by the Host to ærspace for any booking of the Space under an arrangement entered into between the Host and a Guest introduced by ærspace to the Host within 12 months after the first Introduction of the Guest to the Host by ærspace as if such booking were a Booking under this Agreement. The amount of commission payable by the Host to ærspace shall be the Commission that would apply under Schedule 2 if such arrangement was a Booking. ærspace may issue the Host an invoice for payments under this clause at any time after the right to the commission payment arises and such invoice shall be paid by the Host within 14 days of issue of such invoice by ærspace.

The Host must comply with the anti-circumvention obligations set out in the Platform Terms and must not knowingly avoid paying Commission by dealing with a Guest introduced by ærspace outside the Platform or without otherwise involving ærspace.

1. If the Host cancels a confirmed Booking (other than because of a Force Majeure Event as defined in the Venue Hire Terms, or because of a breach by the Guest), the Guest will receive a full refund of all amounts paid, and ærspace will not retain any Commission for that Booking.
2. No cancellation fee is currently payable by the Host (Schedule 2 records the fee as not applicable). ærspace may record any cancellation against the Host's account, and repeated cancellations may result in suspension or removal of the Host's listing in accordance with the Platform Terms.
3. Where the Guest cancels a Booking and the Host retains any part of the Hire Fees under the Venue Hire Terms, Commission remains payable on the amount retained by the Host. Where the Guest receives a full refund of the Hire Fees, no Commission is payable for that Booking.

The Host's detailed obligations, warranties and responsibilities as a Host — including as to authority to list the Space, accuracy of listing information, legal compliance, food and alcohol matters, health and safety, and required licences and consents — are set out in the Host Terms section of the Platform Terms. The Host confirms that it has read and agrees to comply with those obligations, and warrants that they are true and accurate as at the date of this Agreement and will remain true and accurate while this Agreement is in force.

The Host's obligations to a Guest for each Booking, including as to the condition of the Space, cancellation, bonds, damage and liability, are governed by the Guest Booking Request and the Venue Hire Terms.

The Host must maintain the insurance described in Schedule 1 for the duration of this Agreement and must provide evidence of that insurance to ærspace on request.

The Host indemnifies and must keep indemnified ærspace, its directors, employees, contractors and representatives against all losses, liabilities, damages, costs, claims, expenses and proceedings arising out of or in connection with the Space, any Booking, any breach of this Agreement or the Platform Terms by the Host, or any act or omission of the Host or its personnel.

The indemnity in clause 5.1 continues after termination of this Agreement.

The limitation of ærspace's liability set out in the Platform Terms applies to this Agreement.

Nothing in this Agreement excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded under the Consumer Guarantees Act 1993, Fair Trading Act 1986, or any other applicable law.

This Agreement starts on the date of this Agreement and continues until terminated in accordance with this clause 7.

Either party may terminate this Agreement by giving 30 days' written notice to the other party.

ærspace may suspend or remove the Host's account or listing in accordance with the Platform Terms.

Termination does not affect:

1. Commission already earned;
2. accrued rights or obligations;
3. Bookings already confirmed at the date of termination, which must be performed or cancelled in accordance with the Guest Booking Request and the Venue Hire Terms; or
4. any clause intended to survive termination.

Nothing in this Agreement creates:

1. a partnership;
2. a joint venture;
3. an employment relationship; or
4. an agency relationship (other than as set out in clause 2.2),

between ærspace and the Host.

The Host must not assign, transfer or otherwise deal with its rights or obligations under this Agreement without ærspace's prior written consent. ærspace may assign or transfer its rights and obligations under this Agreement without the Host's consent, including to a related company or in connection with a sale of its business, provided the assignee assumes ærspace's obligations under this Agreement.

A notice under this Agreement must be in writing and sent by email or delivered to the address or email address notified by the relevant party.

The parties agree that this Agreement may be signed electronically and that electronic signatures have the same effect as original signatures. Without limiting this clause, the Host enters into this Agreement by ticking the acceptance checkbox presented during Host account registration on the Platform (clickwrap acceptance). The Host's acceptance is recorded with the Host's name, email address, the version of this Agreement accepted, and a date and time stamp. This Agreement is formed, and ærspace is taken to have accepted it, when ærspace confirms the Host's registration on the Platform; no separate signature by either Party is required.

This Agreement, the Platform Terms and the Schedules constitute the entire agreement between the parties relating to their subject matter and replace all previous discussions, understandings and agreements.

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary and the remaining provisions will continue in force.

A failure or delay by either party to exercise a right does not operate as a waiver of that right.

This Agreement is governed by New Zealand law. The parties submit to the jurisdiction of the New Zealand courts.