This Supplier Agreement ("Agreement") is between:
SkyCatcher Pty Ltd ABN 29 680 039 025 ("SkyCatcher", "we", "us" or "our")
and
the supplier identified in the SkyCatcher account and acceptance record ("Supplier", "you" or "your").
SkyCatcher and the Supplier are each a "Party" and together the "Parties".
1. Purpose and application
1.1 This Agreement governs the Supplier's use of the SkyCatcher Platform to offer aircraft hire and/or flight training to Pilots.
1.2 By accepting this Agreement electronically, the Supplier appoints SkyCatcher as the Supplier's agent on the terms of this Agreement.
1.3 This Agreement applies whenever the Supplier lists an aircraft for hire, enables Instructor mode, accepts a Booking, or otherwise makes a supply through the Platform.
1.4 The Supplier acknowledges that SkyCatcher operates as an intermediary and agent for the Supplier in relation to the Supplier's supplies. SkyCatcher does not become the supplier of the aircraft hire or flight training merely because it facilitates, collects payment for, or invoices that supply.
2. Definitions
In this Agreement:
Actual Tacho means the actual aircraft tachometer time entered or otherwise recorded for a completed Booking, as accepted or determined under the Platform's procedures.
Booking means a booking for aircraft hire and/or flight training made through the Platform.
Booking Fee means the fee payable by the Pilot to SkyCatcher for use of the Platform and related booking services, as disclosed to the Pilot at or before the relevant Booking. The Booking Fee is GST-inclusive.
Connect Account means the Supplier's Stripe Connect account or other payment account nominated by SkyCatcher for receiving Supplier payments.
Pilot means the person booking or receiving aircraft hire and/or flight training through the Platform.
Platform means the SkyCatcher website, application and associated services.
Supplier Supply means aircraft hire, flight training or another supply made by the Supplier to a Pilot through the Platform.
3. Appointment as agent
3.1 The Supplier expressly appoints SkyCatcher as the Supplier's agent for the purposes described in this Agreement.
3.2 SkyCatcher accepts that appointment.
3.3 The appointment is intended to create an actual agency relationship between the Parties. The Supplier authorises SkyCatcher to act in the Supplier's name and on the Supplier's behalf in relation to Supplier Supplies made through the Platform.
3.4 Without limiting clause 3.3, SkyCatcher is authorised to:
(a) advertise and display the Supplier's listings;
(b) receive booking requests from Pilots;
(c) communicate Booking information and terms to Pilots;
(d) accept, reject, confirm, cancel and reschedule Bookings within the parameters made available through the Platform and this Agreement;
(e) enter into and administer booking arrangements with Pilots on the Supplier's behalf;
(f) collect amounts payable for Supplier Supplies from Pilots;
(g) issue tax invoices and adjustment notes for Supplier Supplies on the Supplier's behalf;
(h) deduct SkyCatcher's Booking Fee and any other amounts authorised under this Agreement;
(i) remit amounts owing to the Supplier;
(j) process refunds and other payment adjustments;
(k) reverse or claw back payments previously transferred to the Supplier where permitted under this Agreement; and
(l) undertake other administrative acts reasonably necessary to facilitate Supplier Supplies through the Platform.
3.5 SkyCatcher is appointed as the Supplier's payment facilitator and collection agent for amounts payable by Pilots in respect of Supplier Supplies.
3.6 SkyCatcher may attempt to collect amounts payable by Pilots automatically using the payment method provided by the Pilot.
3.7 SkyCatcher does not guarantee that a payment will be successfully collected.
3.8 If SkyCatcher is unable to collect an amount properly payable by a Pilot for a Supplier Supply, the Pilot's underlying obligation to pay the Supplier is not extinguished merely because SkyCatcher was unable to collect the amount.
3.9 The Supplier retains the legal right to pursue a Pilot directly for an amount properly payable to the Supplier, subject to applicable law and any rights or remedies available to the Pilot.
3.10 The Supplier authorises SkyCatcher to communicate with Pilots and payment providers as the Supplier's agent for these purposes.
3.11 Nothing in this Agreement authorises SkyCatcher to operate an aircraft, provide flight training, act as Pilot in Command, exercise operational control over a flight, or make aviation safety decisions on the Supplier's behalf.
4. Supplier-Pilot contract and payment obligation
4.1 The Supplier is the supplier of each Supplier Supply.
4.2 Subject to the applicable Booking terms, the contract for the Supplier Supply is between the Supplier and the Pilot.
4.3 SkyCatcher enters into and administers that arrangement in its capacity as the Supplier's agent.
4.4 The Supplier authorises SkyCatcher to accept Bookings on the Supplier's behalf and acknowledges that a Booking accepted through the Platform may create binding contractual obligations between the Supplier and the Pilot.
4.5 The Supplier remains entitled to amounts properly payable by a Pilot for Supplier Supplies.
4.6 SkyCatcher's role in collecting payment does not transfer ownership of the underlying receivable from the Supplier to SkyCatcher.
4.7 If a Pilot fails to pay an amount properly due to the Supplier, the Supplier retains the right to seek payment from the Pilot directly.
4.8 The Supplier must honour each confirmed Booking except where cancellation is permitted under this Agreement, the applicable Booking terms, or circumstances outside the Supplier's reasonable control.
5. Listings and pricing
5.1 The Supplier is responsible for ensuring that all information supplied to SkyCatcher for publication is accurate, complete and current.
5.2 This includes, where applicable:
(a) aircraft registration and details;
(b) aircraft availability;
(c) hourly rates and other charges;
(d) aircraft limitations and requirements;
(e) instructor qualifications and privileges;
(f) required licences, ratings or experience;
(g) cancellation or other operational requirements notified to SkyCatcher; and
(h) any other information required by the Platform.
5.3 The Supplier authorises SkyCatcher to display this information to Pilots and to rely on it when administering Bookings.
5.4 The Supplier must promptly correct inaccurate or outdated information.
6. Payment collection and agency funds
6.1 The Pilot will generally pay the amount due for a Booking to SkyCatcher through the payment facilities made available on the Platform.
6.2 SkyCatcher receives the portion attributable to a Supplier Supply as agent for the Supplier and does not acquire beneficial entitlement to that amount except to the extent of:
(a) the Booking Fee;
(b) amounts properly refundable or recoverable by SkyCatcher under this Agreement; or
(c) amounts otherwise lawfully owing to SkyCatcher.
6.3 SkyCatcher is authorised to act as the Supplier's payment facilitator and collection agent for amounts payable by Pilots for Supplier Supplies.
6.4 SkyCatcher may use Stripe or another payment provider to process payments and transfers.
6.5 The Supplier authorises SkyCatcher to receive and process Pilot payments on the Supplier's behalf and to instruct payment providers to transfer Supplier amounts to the Supplier's Connect Account.
6.6 SkyCatcher may attempt to collect amounts payable by Pilots automatically using the Pilot's nominated payment method.
6.7 SkyCatcher does not guarantee successful collection of any amount payable by a Pilot.
6.8 If SkyCatcher is unable to collect an amount properly payable for a Supplier Supply, that failure does not discharge or otherwise extinguish the Pilot's underlying payment obligation to the Supplier.
6.9 The Supplier retains the right to pursue an unpaid Pilot directly for amounts properly payable to the Supplier.
6.10 SkyCatcher may, at its discretion, provide the Supplier with information reasonably available to SkyCatcher concerning an unpaid Booking to assist the Supplier in pursuing an unpaid amount, subject to privacy laws and other applicable legal restrictions.
6.11 SkyCatcher's revenue from a Booking is the Booking Fee. Amounts attributable to Supplier Supplies are collected and remitted on the Supplier's behalf.
7. Booking Fee
7.1 The Booking Fee is SkyCatcher's fee for the Platform and related booking services.
7.2 The applicable Booking Fee will be disclosed to the Pilot at or before the relevant Booking is made and is GST-inclusive.
7.3 SkyCatcher may change its Booking Fee from time to time, subject to the amount applicable to a Booking being the amount disclosed to the Pilot at or before the Booking is made.
7.4 SkyCatcher is responsible for accounting for GST on its own Booking Fee.
7.5 The Supplier authorises SkyCatcher to deduct the Booking Fee from amounts collected from Pilots before remitting the balance to the Supplier.
8. Payment holds and settlement
8.1 The Platform may place a pre-authorisation or other payment hold against the Pilot's nominated payment method before the scheduled flight.
8.2 The hold may be placed approximately 48 hours before the scheduled start time or at another time determined by SkyCatcher.
8.3 Following completion of the Booking, the amount charged may be determined using the Actual Tacho.
8.4 Where the Actual Tacho results in an amount greater than the existing payment authorisation, SkyCatcher may attempt to obtain an additional payment from the Pilot.
8.5 Where the Pilot fails to complete the Booking or enter the Actual Tacho, SkyCatcher may automatically settle the Booking using the applicable estimate before the payment authorisation expires.
8.6 Settlement using an estimate does not guarantee that the corresponding payment will be successfully collected.
8.7 The Supplier authorises SkyCatcher to:
(a) obtain payment authorisations;
(b) capture authorised amounts;
(c) charge additional amounts where permitted;
(d) transfer Supplier amounts;
(e) reverse transfers;
(f) issue refunds;
(g) make payment adjustments; and
(h) take other payment-processing steps reasonably required to administer the Booking.
8.8 If a payment cannot be collected, the Supplier's underlying right to payment from the Pilot remains unaffected, subject to any dispute concerning whether the amount is actually payable.
8.9 Settlement by SkyCatcher does not prevent a later correction where the amount ultimately payable for the Supplier Supply differs from the amount originally settled.
9. Corrections and adjustment notes
9.1 A settled Booking may be corrected where the Actual Tacho or another material Booking detail is subsequently determined to differ from the amount originally settled.
9.2 Corrections may be initiated by the Supplier, Pilot or SkyCatcher and may be subject to reasonable evidence or support procedures.
9.3 Where a correction changes the GST consideration or GST amount of a Supplier Supply, SkyCatcher is authorised to issue an adjustment note on the Supplier's behalf.
9.4 The original tax invoice will not be altered. The adjustment note will record the relevant adjustment.
9.5 SkyCatcher may implement the financial adjustment by:
(a) refunding an amount to the Pilot and reversing the corresponding Supplier transfer; or
(b) charging an additional amount to the Pilot and transferring the corresponding additional amount to the Supplier,
as applicable.
9.6 The Supplier authorises SkyCatcher to make these adjustments on its behalf.
9.7 If an additional amount cannot be collected from the Pilot, the Supplier's underlying right to payment of any amount properly due remains unaffected.
10. Tax invoices
10.1 The Supplier expressly authorises SkyCatcher to issue tax invoices on the Supplier's behalf for Supplier Supplies made through the Platform.
10.2 SkyCatcher may issue a single combined tax invoice for a Booking containing separate sections identifying:
(a) each Supplier and the relevant Supplier Supply; and
(b) SkyCatcher's separate Booking Fee.
10.3 Each Supplier section must identify the relevant Supplier as the supplier of that supply and may state:
"Tax invoice issued by SkyCatcher Pty Ltd as agent for [Supplier legal name], ABN [ABN]."
10.4 The Supplier acknowledges that SkyCatcher is acting as agent when issuing the Supplier's tax invoice and that the Supplier remains the supplier for GST purposes.
10.5 The Supplier must not issue a separate tax invoice for a Supplier Supply for which SkyCatcher has issued a tax invoice on the Supplier's behalf.
10.6 If the Supplier receives a request for a tax invoice relating to a Supplier Supply, the Supplier must refer the request to SkyCatcher unless SkyCatcher expressly authorises the Supplier to issue the invoice.
10.7 The Supplier authorises SkyCatcher to issue adjustment notes on the Supplier's behalf where an adjustment event occurs.
10.8 The Supplier must not issue a separate adjustment note for an adjustment for which SkyCatcher has issued an adjustment note on the Supplier's behalf.
10.9 The Supplier must promptly notify SkyCatcher if it believes an invoice or adjustment note contains an error.
11. GST and tax status
11.1 The Supplier must provide SkyCatcher with:
(a) its legal name;
(b) its ABN, where applicable; and
(c) its GST registration status.
11.2 The Supplier warrants that this information is true, complete and current.
11.3 The Supplier must immediately notify SkyCatcher of any change to its ABN, GST registration status, business structure or other information that may affect the GST treatment of its supplies.
11.4 The Supplier is responsible for determining and accounting for the GST treatment of its Supplier Supplies, subject to any information or classification procedures reasonably implemented by SkyCatcher.
11.5 The Supplier must not instruct SkyCatcher to show GST on a supply unless the Supplier is entitled or required to treat that supply as taxable.
11.6 Where a Supplier Supply is GST-free or otherwise not taxable, the Supplier must provide SkyCatcher with sufficient information to apply the correct GST treatment.
11.7 The Supplier is responsible for its own GST, income tax and other taxation obligations arising from Supplier Supplies.
11.8 SkyCatcher is responsible for accounting for GST on the Booking Fee.
12. Supplier obligations
12.1 The Supplier is solely responsible for the Supplier Supply and all matters relating to its provision.
12.2 Without limitation, the Supplier is responsible for:
(a) the airworthiness and lawful operation of any aircraft it supplies;
(b) maintenance and maintenance records;
(c) required registrations and certificates;
(d) insurance;
(e) pilot and instructor qualifications;
(f) instructor privileges and currency;
(g) compliance with applicable aviation legislation and CASA requirements;
(h) operational control and operational decisions;
(i) safety;
(j) ensuring the aircraft is suitable for the intended use;
(k) complying with any applicable aircraft operating limitations; and
(l) complying with all other laws applicable to its activities.
12.3 SkyCatcher does not verify or guarantee the Supplier's compliance with these obligations.
12.4 The Supplier must immediately notify SkyCatcher if it becomes unable to lawfully provide a Supplier Supply listed on the Platform.
13. SkyCatcher is not the operator
13.1 The Supplier acknowledges that SkyCatcher is not:
(a) an air operator;
(b) a charter operator;
(c) a flying school;
(d) the operator of any aircraft;
(e) the Pilot in Command;
(f) responsible for operational control of a flight; or
(g) a provider of aviation safety, flight or instructional services.
13.2 Nothing in this Agreement transfers operational control of an aircraft or a flight to SkyCatcher.
13.3 SkyCatcher's role is limited to operating the Platform and acting as agent for administrative and transactional matters described in this Agreement.
14. Cost-sharing
14.1 SkyCatcher does not advertise or arrange cost-sharing between occupants as a service supplied by SkyCatcher.
14.2 Where occupants contribute towards the eligible costs of a private flight, any such arrangement is made by the Pilot in Command and the occupants.
14.3 The Pilot in Command is solely responsible for determining whether any cost-sharing arrangement is lawful and complies with applicable CASA requirements.
14.4 A genuine private cost-sharing contribution is not treated by SkyCatcher as a Supplier Supply or as consideration for a supply made by SkyCatcher.
14.5 The Supplier must not represent to a Pilot that SkyCatcher has approved or authorised a particular cost-sharing arrangement.
15. Cancellations and rescheduling
15.1 A Booking may be cancelled before the scheduled start time without a cancellation charge, subject to any specific terms displayed for the Booking.
15.2 If a Booking is cancelled after the scheduled start time, the Pilot may be charged the Booking Fee.
15.3 A Booking may generally be rescheduled without a rescheduling charge, subject to availability and the Platform's procedures.
15.4 The Supplier agrees to these cancellation and rescheduling rules and authorises SkyCatcher to administer them on the Supplier's behalf.
15.5 Nothing in this clause requires SkyCatcher to refund or waive an amount where the Supplier has separately agreed to a more favourable arrangement with the Pilot, provided the Supplier authorises SkyCatcher to process the corresponding adjustment.
16. Refunds and chargebacks
16.1 SkyCatcher may issue refunds to Pilots where authorised under this Agreement, the Platform Terms, a correction, a cancellation, a support determination, or applicable law.
16.2 Where a refund relates to a Supplier Supply, SkyCatcher may reverse or reduce the corresponding amount previously transferred to the Supplier.
16.3 If a payment is reversed, disputed or charged back by a card issuer, bank or payment provider in relation to a Supplier Supply, the Supplier is responsible for the corresponding amount to the extent that the chargeback relates to the Supplier Supply or the Supplier's acts or omissions.
16.4 SkyCatcher may recover such amounts by:
(a) reversing or deducting future Supplier payouts;
(b) charging the Supplier's nominated payment method where permitted;
(c) requiring repayment by the Supplier; or
(d) applying another reasonable recovery method.
16.5 SkyCatcher may deduct reasonable payment-provider chargeback fees attributable to a Supplier Supply where permitted by the applicable payment-provider rules and disclosed to the Supplier.
17. Supplier payment and payout timing
17.1 Following successful settlement and collection, SkyCatcher will instruct Stripe or the applicable payment provider to transfer the Supplier's net entitlement to the Supplier's Connect Account.
17.2 The amount transferred will generally be:
Supplier Supply amount actually collected less the applicable SkyCatcher Booking Fee less any authorised adjustment, refund, reversal, chargeback or other amount properly deductible under this Agreement.
17.3 Payment-provider processing times, holds, reserves, disputes and other payment-provider requirements may affect the timing of funds becoming available to the Supplier.
17.4 SkyCatcher does not guarantee a particular payout time where the delay results from a payment provider, banking system, fraud review, chargeback, regulatory requirement or other matter outside SkyCatcher's reasonable control.
17.5 Where an amount remains unpaid because SkyCatcher was unable to collect it from the Pilot, the Supplier may pursue the Pilot directly for the amount properly payable to the Supplier.
18. Records and tax information
18.1 SkyCatcher may maintain records of Bookings, payments, invoices, adjustment notes, Supplier information and other transaction data.
18.2 The Supplier authorises SkyCatcher to retain and use such information to administer Bookings, payments, tax invoices, adjustment notes, disputes and legal or regulatory obligations.
18.3 The Supplier must maintain its own records sufficient to meet its taxation, accounting, aviation and other legal obligations.
19. Compliance and warranties
19.1 The Supplier warrants that:
(a) it has the legal capacity and authority to enter into this Agreement;
(b) it has all rights necessary to offer its listed aircraft or services;
(c) information supplied to SkyCatcher is accurate;
(d) it will comply with all applicable laws and regulations;
(e) it will maintain all required licences, approvals, registrations, insurance and qualifications; and
(f) it will not use the Platform for an unlawful purpose.
19.2 The Supplier must not use the Platform to offer commercial air transport or another aviation activity prohibited by applicable law.
20. Indemnity
20.1 To the maximum extent permitted by law, the Supplier indemnifies SkyCatcher and its officers, employees, contractors and agents against loss, liability, damage, cost and expense, including reasonable legal costs, arising from or relating to:
(a) a Supplier Supply;
(b) the operation, maintenance or condition of an aircraft supplied by the Supplier;
(c) a flight or flight training;
(d) the Supplier's breach of this Agreement;
(e) the Supplier's breach of law or CASA requirements;
(f) the Supplier's negligence, fraud or wilful misconduct;
(g) any claim by a Pilot relating to the Supplier Supply; or
(h) the Supplier's taxation obligations.
20.2 This indemnity does not apply to the extent that the relevant loss was directly caused by SkyCatcher's fraud, wilful misconduct or negligence.
21. Liability
21.1 To the maximum extent permitted by law, SkyCatcher is not liable for indirect, incidental, special or consequential loss arising from a Supplier Supply.
21.2 To the maximum extent permitted by law, SkyCatcher's aggregate liability to the Supplier arising out of or in connection with this Agreement is limited to the Booking Fees actually received by SkyCatcher from Bookings involving that Supplier during the 12 months preceding the event giving rise to the claim.
21.3 Nothing in this Agreement excludes, restricts or modifies a right, guarantee, warranty or remedy that cannot lawfully be excluded, restricted or modified.
22. Term and termination
22.1 This Agreement begins when the Supplier accepts it electronically and continues until terminated.
22.2 The Supplier may stop listing aircraft or services at any time, subject to completing or appropriately cancelling existing Bookings.
22.3 SkyCatcher may suspend or terminate the Supplier's access where:
(a) the Supplier breaches this Agreement;
(b) the Supplier provides inaccurate or misleading information;
(c) the Supplier no longer satisfies applicable legal or aviation requirements;
(d) SkyCatcher reasonably considers suspension necessary for safety, legal, regulatory, fraud-prevention or Platform-protection reasons; or
(e) the Supplier becomes insolvent.
22.4 Termination does not affect rights or obligations accrued before termination.
22.5 Clauses concerning payment, tax invoices, adjustment notes, refunds, chargebacks, indemnities, liability, records and other provisions intended to survive termination continue after termination.
23. Electronic acceptance
23.1 The Supplier may accept this Agreement electronically by clicking an acceptance button, checkbox or equivalent electronic mechanism presented by SkyCatcher.
23.2 The Supplier acknowledges that electronic acceptance is intended to constitute execution and acceptance of this Agreement.
23.3 SkyCatcher may record:
(a) the Supplier's name and account identifier;
(b) the date and time of acceptance;
(c) the version of this Agreement accepted;
(d) the IP address or other technical identifier associated with acceptance;
(e) the relevant Platform screen, workflow or acceptance event; and
(f) other reasonable audit information.
23.4 The Supplier consents to SkyCatcher retaining that acceptance record as evidence of the Supplier's agreement to this Agreement.
23.5 The Supplier must not allow another person to accept this Agreement using the Supplier's account.
24. Changes
24.1 SkyCatcher may update this Agreement from time to time.
24.2 Material changes will be notified through the Platform or another reasonable method.
24.3 Where a change materially affects the Supplier's rights or obligations, the Supplier may be required to accept the updated Agreement before continuing to list aircraft or services.
24.4 Continued use of the Platform following the effective date of an updated Agreement constitutes acceptance to the extent permitted by law.
25. Relationship of the Parties
25.1 The Parties acknowledge that SkyCatcher acts as agent for the Supplier only to the extent expressly authorised by this Agreement.
25.2 Nothing in this Agreement creates a partnership, joint venture, employment relationship or fiduciary relationship beyond the agency relationship expressly established by this Agreement.
25.3 The Supplier remains an independent supplier and is responsible for its own business operations, taxes, insurance and legal obligations.
26. Dispute resolution
26.1 The Parties must first attempt in good faith to resolve any dispute through direct discussion.
26.2 If the dispute cannot be resolved within 30 days, either Party may commence court proceedings or seek any other remedy available at law.
26.3 Nothing in this clause prevents a Party seeking urgent interlocutory or injunctive relief.
27. Governing law
27.1 This Agreement is governed by the laws of New South Wales, Australia.
27.2 The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.
28. Entire agreement
28.1 This Agreement, together with the SkyCatcher Terms of Service and any other terms expressly incorporated into it, constitutes the agreement between the Parties concerning the Supplier's use of the Platform.
28.2 If there is an inconsistency between this Agreement and the SkyCatcher Terms of Service concerning the agency relationship, payment collection, tax invoicing or Supplier obligations, this Agreement prevails to the extent of the inconsistency.
29. Severability
29.1 If any provision of this Agreement is invalid or unenforceable, it will be read down to the extent necessary to make it valid and enforceable.
29.2 If it cannot be read down, that provision will be severed and the remaining provisions will continue in effect.
30. Acceptance
By selecting "I agree", "Accept Supplier Agreement", or an equivalent acceptance mechanism, the Supplier confirms that:
(a) it has read and understood this Agreement;
(b) it appoints SkyCatcher as its agent on the terms of this Agreement;
(c) it authorises SkyCatcher to accept Bookings on its behalf;
(d) it authorises SkyCatcher to act as its payment facilitator and collection agent;
(e) it authorises SkyCatcher to issue tax invoices and adjustment notes on its behalf;
(f) it agrees not to issue duplicate tax invoices or adjustment notes for supplies invoiced by SkyCatcher as its agent;
(g) it authorises SkyCatcher to deduct its Booking Fee;
(h) it authorises SkyCatcher to process refunds, reversals and chargebacks as described above;
(i) it acknowledges that unsuccessful payment collection does not extinguish a Pilot's underlying obligation to pay the Supplier; and
(j) it agrees to be legally bound by this Agreement.