Version: October 2026

1. Agreement

1.1 These Terms govern every partnership between Tourism Association Les Clefs d'Or Australia Limited ACN 693 574 677, ABN 52 282 715 395 (LCDA) and the organisation named in the Partnership Schedule (Partner).

1.2 The Partnership Schedule is the Partnership Form the Partner submits online or signs, together with the tax invoice LCDA issues for it. These Terms and the Partnership Schedule together form the Agreement. If they conflict, these Terms prevail unless the Schedule expressly says it overrides a named clause.

1.3 The Partner accepts these Terms by ticking the acceptance box and submitting the Partnership Form, or by signing it. The Agreement is formed when LCDA issues its tax invoice for the partnership, which is LCDA's written confirmation. The invoice may be issued automatically when the Partnership Form is submitted.

1.4 LCDA may decline any partnership by written notice to the Partner within 14 days after the Agreement is formed, without giving reasons. If it does, the Agreement ends immediately, LCDA will refund any Fee paid in full within 14 days, and neither party has any further obligation or liability under the Agreement.

1.5 The parties intend the Agreement to be legally binding.

2. Term and Fee

2.1 The Agreement runs from the Start Date to the End Date in the Schedule (Term), unless ended earlier under clause 9. It does not renew automatically.

2.2 The Partner must pay the Fee in the Schedule, plus GST, within 21 days of LCDA's tax invoice, using a payment method shown on the invoice. LCDA need not acknowledge the partnership until the Fee is paid.

2.3 If the Schedule lists goods or services to be contributed by the Partner, the Partner must supply them as described.

2.4 The Fee is paid for recognition as a partner under clause 3.1, not for any result. It is non-refundable except under clause 1.4, clause 9.3 or where the law requires.

3. What LCDA provides, and what it does not

3.1 During the Term, LCDA will recognise the Partner as a partner of LCDA at the level stated in the Schedule, and allow the Partner to describe itself that way under clause 6.

3.2 LCDA will use reasonable efforts to provide the inclusions it published for the Partner's level when the Partner applied, and any other benefits expressly listed in the Schedule. LCDA may change, substitute, reschedule or withdraw a benefit where reasonably necessary, and will tell the Partner where practicable.

3.3 Clauses 3.1 and 3.2 are LCDA's only obligations. To the extent permitted by law, LCDA makes no other promise, representation or warranty. In particular, LCDA does not promise:

• any referral, recommendation, booking, lead, introduction, customer or sale;
• any revenue, return on investment or other commercial result;
• any level of exposure, publicity, audience, attendance or engagement;
• access to, or any action by, any LCDA member, hotel or third party;
• that any event, publication or program will take place or continue; or
• exclusivity of any kind, including within the Partner's industry or category.

3.4 LCDA members are individual hotel professionals. They recommend goods and services solely on their own professional judgement and in the interests of their guests. LCDA does not direct, control or influence those recommendations, and the partnership gives the Partner no entitlement to one.

3.5 The Partner has not relied on any prospectus, proposal, presentation or statement that is not set out in the Agreement.

4. Nature of the relationship

4.1 "Partner" and "partnership" are used in a commercial sense only. Nothing in the Agreement creates a legal partnership, joint venture, agency, employment, franchise or fiduciary relationship.

4.2 Neither party may bind the other or incur any liability on the other's behalf.

4.3 The Partner is not a member of LCDA and gains no membership, voting or other rights in LCDA.

4.4 The partnership is non-exclusive. LCDA may partner with any other organisation, including the Partner's competitors.

5. Partner obligations

The Partner must:

• pay the Fee and supply anything else listed in the Schedule on time;
• comply with all laws, and hold the licences and insurance appropriate to its business;
• deal honestly and professionally with LCDA, its members and their guests;
• make sure everything it tells LCDA is accurate and not misleading;
• comply with any LCDA policy or guideline LCDA gives it in writing;
• not do anything that brings, or is likely to bring, LCDA, its members or the Les Clefs d'Or name into disrepute; and
• take sole responsibility for its own goods, services, offers and dealings with members and guests.

6. Name, logo and crossed keys

6.1 All rights in the names "Les Clefs d'Or" and "Les Clefs d'Or Australia", the crossed keys emblem and related branding (LCDA Marks) belong to LCDA or its licensors.

6.2 During the Term, the Partner may describe itself as a partner of Les Clefs d'Or Australia at the level in the Schedule. It may use the phrase "Proud Supporter of Les Clefs d'Or Australia" only where that is a published inclusion for its level. It may use the LCDA Marks only in a form LCDA has approved in writing before each use. This permission is non-exclusive, non-transferable and revocable.

6.3 The Partner must not state or imply that LCDA or its members endorse, recommend, certify or guarantee the Partner or its goods or services.

6.4 The Partner permits LCDA to use the Partner's name and logo to acknowledge the partnership during the Term. LCDA is not obliged to do so.

6.5 When the Agreement ends, each party must stop using the other's name, logo and branding within 14 days.

7. Confidentiality and privacy

7.1 Each party must keep the other's confidential information, including the Fee and any member details, confidential. It may use that information only for the Agreement, unless the law requires disclosure.

7.2 The Partner must handle personal information about members and guests in line with the Privacy Act 1988 (Cth), and use it only for the purpose for which it was given.

7.3 The Partner must not send marketing to any member without that member's consent.

8. Liability

8.1 Nothing in the Agreement excludes or limits any right or remedy under the Australian Consumer Law, or any other law, that cannot lawfully be excluded. Where the law allows, LCDA's liability for breach of a non-excludable guarantee is limited to supplying the relevant service again or paying the cost of doing so.

8.2 Subject to clause 8.1, LCDA's total liability in connection with the Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the Fee the Partner has paid for the current Term.

8.3 Subject to clause 8.1, neither party is liable to the other for loss of profit, revenue, business, opportunity or goodwill, or for any indirect or consequential loss. This does not limit clause 8.5.

8.4 LCDA is not liable for any act or omission of a member, hotel or other third party, or for any delay or failure caused by events beyond its reasonable control.

8.5 The Partner indemnifies LCDA and its directors, officers and members against any loss or claim arising from the Partner's goods or services, its breach of the Agreement, its negligent or unlawful conduct, or its name, logo or materials infringing another person's rights. This indemnity is reduced to the extent LCDA caused the loss.

9. Ending the Agreement

9.1 Either party may end the Agreement at any time by giving the other 30 days' written notice.

9.2 Either party may end the Agreement immediately by written notice if the other becomes insolvent, or commits a material breach and does not fix it within 14 days of being asked to. LCDA may also end the Agreement immediately if, in its reasonable opinion, the Partner's conduct brings or is likely to bring LCDA or the Les Clefs d'Or name into disrepute.

9.3 If LCDA ends the Agreement under clause 9.1, or the Partner ends it under clause 9.2 for LCDA's breach, LCDA will refund the Fee pro rata for the unexpired part of the Term. No other refund or compensation is payable.

9.4 Clauses 3.3 to 3.5, 6.1, 6.5, 7, 8 and 10 continue after the Agreement ends. Any amount owing at that time remains payable.

10. General

10.1 The Agreement is the whole agreement between the parties about the partnership. It replaces all earlier discussions, proposals and prospectuses.

10.2 The Agreement may be changed only in writing signed by both parties.

10.3 The Partner may not assign or transfer its rights without LCDA's written consent.

10.4 Notices must be in writing and sent by email to the address in the Schedule. LCDA's address for notices is partnerships@lesclefsdoraustralia.org.

10.5 If part of the Agreement is unenforceable, that part is severed and the rest continues. A right is waived only in writing.

10.6 The Agreement may be accepted online, signed electronically, or signed in counterparts. Each person accepting or signing confirms they are authorised to bind the party they sign for.

10.7 The Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.