VENDOR TERMS & CONDITIONS

Version: 1.0

Effective Date: 1 June 2025

Governing Law: New South Wales, Australia

PART 1 – INTRODUCTION

1. Purpose

1.1 These Vendor Terms & Conditions ("Vendor Terms") govern the relationship between Wonder Group International Pty Ltd ABN 33 618 065 197 ("Wonder Group", "WW", "we", "our" or "us") and each Vendor who lists, advertises or offers Vendor Services through the Platform.

1.2 These Vendor Terms establish the commercial terms upon which Wonder Group grants Vendors access to the Platform and Marketplace Services.

These Vendor Terms regulate, among other things:

(a) Vendor eligibility and onboarding;

(b) creation and management of Vendor Listings;

(c) Marketplace Fees and commissions;

(d) Bookings facilitated through the Platform;

(e) Vendor performance standards;

(f) payment processing and Vendor Payouts;

(g) Customer communications;

(h) refunds, cancellations and disputes;

(i) compliance obligations;

(j) suspension and termination of Vendor participation.

1.3 These Vendor Terms do not govern the contractual relationship between a Vendor and a Customer in respect of the Vendor Services.

The contract for the Vendor Services is formed directly between the Vendor and the Customer, subject to the applicable Customer Booking Terms.

2. Relationship with Other Agreements

These Vendor Terms form part of the legal framework governing the Platform and must be read together with:

(a) the Platform Terms of Use;

(b) the Marketplace Payment Services Agreement;

(c) the Customer Booking Terms;

(d) the Privacy Policy;

(e) the Acceptable Use Policy;

(f) the Community Guidelines;

(g) any Marketplace Fee Schedule;

(h) any Operational Rules or Schedules published by Wonder Group from time to time.

Where there is any inconsistency, the Marketplace Payment Services Agreement prevails in relation to payment processing and settlement, and the Platform Terms prevail to the extent of any broader inconsistency unless expressly stated otherwise.

3. Acceptance

By:

(a) creating a Vendor Account;

(b) submitting a Vendor application;

(c) listing Vendor Services on the Platform;

(d) accepting a Booking;

(e) receiving a Vendor Payout; or

(f) otherwise using the Platform as a Vendor,

the Vendor acknowledges that it has read, understood and agrees to be bound by these Vendor Terms.

If the Vendor is acting on behalf of a company, partnership, trust or other legal entity, the individual accepting these Vendor Terms warrants that they have authority to bind that entity.

4. Guiding Principles

The Vendor acknowledges and agrees that:

(a) Wonder Group operates a technology-enabled marketplace connecting Customers and Vendors.

(b) Wonder Group is not the supplier of the Vendor Services.

(c) Vendors remain solely responsible for the Vendor Services they offer and perform.

(d) Wonder Group facilitates introductions, Bookings and payment administration but does not assume responsibility for the Vendor Services.

(e) Participation in the Platform is conditional upon ongoing compliance with these Vendor Terms and the Marketplace's operational standards.

(f) Wonder Group may establish, monitor and enforce operational, quality, compliance and performance standards to protect Customers, Vendors and the integrity of the Platform.

PART 2 – DEFINITIONS & INTERPRETATION

5. Definitions

Unless otherwise defined in these Vendor Terms, capitalised terms have the meanings given in:

(a) the Platform Terms;

(b) the Marketplace Payment Services Agreement; and

(c) the Customer Booking Terms.

For the purposes of these Vendor Terms:

Business Information means all information provided by a Vendor regarding its business, including legal name, trading name, ABN or equivalent registration details, licences, certifications, insurance details, banking information, contact details and other information reasonably requested by Wonder Group.

Confidential Information means any non-public commercial, financial, operational or technical information relating to Wonder Group, the Platform, Customers or another Vendor.

Listing means any advertisement, profile, service description, image, pricing information or other content published by or on behalf of a Vendor through the Platform.

Marketplace Licence means the limited licence granted by Wonder Group permitting a Vendor to access and participate in the Platform in accordance with these Vendor Terms.

Performance Standards means the service, operational, compliance and quality standards established by Wonder Group from time to time.

Preferred Vendor means a Vendor designated by Wonder Group as meeting enhanced performance criteria.

Vendor Account means the Vendor's Platform account.

Vendor Content means all content uploaded or published by the Vendor through the Platform.

Vendor Listing means a Listing that has been approved and published on the Platform.

6. Interpretation

Clause 5.2 of the Marketplace Payment Services Agreement applies equally to these Vendor Terms.

Unless the context otherwise requires:

(a) references to the Platform include all future versions of the Platform;

(b) references to Marketplace Services include any new Marketplace Services introduced after these Vendor Terms commence;

(c) references to compliance include ongoing compliance;

(d) references to a Booking include every Booking facilitated through the Platform.

Where these Vendor Terms grant Wonder Group a discretion, Wonder Group may exercise that discretion acting reasonably having regard to:

(i) protection of Customers;

(ii) protection of Vendors;

(iii) the integrity of the Platform;

(iv) compliance with applicable law;

(v) operational efficiency;

(vi) protection of Wonder Group's legitimate commercial interests.

PART 3 – VENDOR ONBOARDING

7. Marketplace Licence

7.1 Grant of Licence

Subject to these Vendor Terms, Wonder Group grants the Vendor a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to participate in the Marketplace.

The Marketplace Licence remains subject to ongoing compliance with these Vendor Terms.

7.2 Nature of Licence

The Marketplace Licence:

(a) is personal to the Vendor;

(b) cannot be transferred without Wonder Group's written consent;

(c) does not create any ownership interest in the Platform;

(d) may be suspended, restricted or revoked in accordance with these Vendor Terms.

Nothing in these Vendor Terms obliges Wonder Group to continue operating the Platform or offering Marketplace Services in their current form.

8. Vendor Eligibility

The Vendor warrants that at all times it:

(a) has full legal capacity to enter into these Vendor Terms;

(b) holds all licences, permits and registrations required to provide the Vendor Services;

(c) maintains all legally required insurance policies;

(d) complies with all Applicable Laws;

(e) will promptly notify Wonder Group of any material change affecting its eligibility.

Wonder Group may require evidence of any matter referred to in this clause.

9. Vendor Verification

Wonder Group may require a Vendor to complete one or more verification processes before activating or continuing a Vendor Account, including verification of:

(a) identity;

(b) business registration;

(c) banking details;

(d) insurance;

(e) licences;

(f) tax information;

(g) professional qualifications;

(h) beneficial ownership;

(i) any other information reasonably required.

Wonder Group may suspend a Vendor Account pending completion of verification.

10. Business Information

The Vendor must ensure all Business Information remains accurate, complete and current.

The Vendor must notify Wonder Group within seven (7) days of any material change to its Business Information.

Wonder Group may rely upon information supplied by the Vendor unless it has actual knowledge that such information is inaccurate.

11. Insurance

The Vendor must maintain insurance appropriate for the Vendor Services throughout its participation in the Marketplace.

Upon request, the Vendor must provide certificates of currency or other evidence reasonably satisfactory to Wonder Group.

Failure to maintain required insurance may result in immediate suspension of the Marketplace Licence.

12. Destination Wedding Compliance

Where Vendor Services are provided outside Australia, the Vendor warrants that it:

(a) complies with all applicable local laws;

(b) holds all licences and permits required in the destination country;

(c) has authority to provide the Vendor Services;

(d) will inform Customers of any legal or regulatory requirements relevant to the Vendor Services;

(e) will comply with immigration, employment and taxation laws applicable to the Vendor Services.

The Vendor indemnifies Wonder Group against losses arising from any breach of this clause.

PART 4 – MARKETPLACE PARTICIPATION

13. Vendor Listings

13.1 Listing Application

A Vendor may apply to publish one or more Vendor Listings through the Platform.

Submission of a Listing does not guarantee publication or approval.

13.2 Approval

Wonder Group may approve, reject, request amendments to, or remove any Vendor Listing at its absolute discretion, acting reasonably and in accordance with these Vendor Terms.

Without limitation, Wonder Group may refuse or remove a Listing where it reasonably considers that the Listing:

(a) is inaccurate, misleading or deceptive;

(b) contains unlawful, offensive or inappropriate material;

(c) infringes the intellectual property or other rights of any person;

(d) does not meet Wonder Group's quality or presentation standards;

(e) may damage the reputation, integrity or operation of the Platform; or

(f) otherwise breaches these Vendor Terms or applicable law.

13.3 Listing Accuracy

The Vendor warrants that all information contained in a Vendor Listing is accurate, complete and not misleading.

The Vendor must promptly update any information that becomes inaccurate or outdated.

13.4 Images and Marketing Material

All photographs, videos, logos, descriptions and other promotional material must accurately represent the Vendor Services.

Wonder Group may require replacement or removal of content that does not meet the Platform's standards.

14. Pricing and Availability

14.1 Vendor Pricing

The Vendor is solely responsible for determining the prices charged for its Vendor Services.

All pricing displayed on the Platform must be:

(a) accurate;

(b) transparent;

(c) inclusive of all mandatory charges unless otherwise permitted by applicable law; and

(d) maintained in Australian Dollars or any other currency approved by Wonder Group for the relevant market.

14.2 Price Changes

A Vendor may update its pricing at any time through the Platform.

Any revised pricing applies only to new Booking Requests and does not affect Confirmed Bookings unless agreed by the Customer.

14.3 Availability

The Vendor must maintain an accurate and up-to-date availability calendar (where the Platform provides that functionality).

The Vendor must promptly update any periods during which it is unavailable to perform Vendor Services.

15. Booking Requests

15.1 Responding to Booking Requests

The Vendor must respond to Booking Requests within the timeframes specified by Wonder Group or published on the Platform.

15.2 Booking Decisions

The Vendor may accept or decline a Booking Request, provided that such decision is made lawfully and without unlawful discrimination.

15.3 Confirmed Bookings

Once a Booking becomes a Confirmed Booking, the Vendor must perform the Vendor Services in accordance with:

(a) the Booking;

(b) these Vendor Terms;

(c) the Vendor's published Booking Terms; and

(d) applicable law.

16. Vendor Performance Standards

16.1 Performance Framework

Wonder Group may establish and monitor Performance Standards to maintain the quality, integrity and reputation of the Platform.

Performance Standards may include:

(a) response times;

(b) Booking acceptance rates;

(c) cancellation rates;

(d) Customer reviews and ratings;

(e) complaint history;

(f) dispute history;

(g) compliance with Platform policies;

(h) document currency, including licences and insurance;

(i) communication standards;

(j) any other operational or quality metric reasonably adopted by Wonder Group.

16.2 Monitoring

Wonder Group may monitor Vendor performance through Platform data, Customer feedback, operational metrics, compliance reviews and other information reasonably available to it.

16.3 Corrective Action

Where Wonder Group reasonably believes a Vendor has failed to maintain the required Performance Standards, Wonder Group may require the Vendor to:

(a) undertake additional training;

(b) provide additional information;

(c) implement a corrective action plan;

(d) update business practices;

(e) remedy identified deficiencies within a specified period.

16.4 Performance Measures

Failure to satisfy Performance Standards may result in:

(a) reduced visibility of Listings;

(b) removal of Preferred Vendor status;

(c) temporary suspension of Listings;

(d) suspension of the Vendor Account;

(e) termination of the Marketplace Licence; or

(f) any other reasonable action to protect the Platform.

17. Preferred Vendor Programme

17.1 Eligibility

Wonder Group may establish one or more recognition programmes, including a Preferred Vendor Programme, to acknowledge Vendors who consistently meet or exceed Performance Standards.

17.2 No Entitlement

Preferred Vendor status is granted at Wonder Group's discretion and does not create any contractual entitlement, guarantee of Bookings or continuing status.

Wonder Group may withdraw Preferred Vendor status at any time where it reasonably considers that the Vendor no longer satisfies the applicable criteria.

18. Marketplace Presentation

18.1 Platform Discretion

Wonder Group has sole discretion regarding the operation, presentation and organisation of the Platform.

Without limitation, Wonder Group may determine:

(a) the order in which Listings appear;

(b) search results;

(c) featured Vendors;

(d) promotional campaigns;

(e) recommendation algorithms;

(f) categories and filters;

(g) Marketplace branding and design;

(h) user interface and functionality.

18.2 No Guaranteed Ranking

Participation in the Platform does not guarantee:

(a) any minimum level of visibility;

(b) any search ranking;

(c) any number of enquiries or Bookings;

(d) any minimum revenue.

18.3 Platform Improvements

Wonder Group may modify, redesign, expand, suspend or discontinue any feature of the Platform or Marketplace Services from time to time.

Such changes do not entitle the Vendor to compensation unless expressly agreed in writing.

19. Vendor Communications

19.1 Customer Communications

The Vendor must communicate with Customers in a professional, respectful and timely manner.

19.2 Platform Communications

Where reasonably practicable, communications relating to Bookings introduced through the Platform should occur through the Platform or another communication channel approved by Wonder Group.

19.3 Prohibited Conduct

A Vendor must not:

(a) harass or intimidate a Customer;

(b) make misleading representations;

(c) send unsolicited marketing unrelated to a Booking;

(d) encourage Customers to circumvent the Platform;

(e) use Customer information for any purpose not authorised by these Vendor Terms, the Privacy Policy or applicable law.

PART 5 – VENDOR STANDARDS & CODE OF CONDUCT

20. General Standard

Participation in the Marketplace is a privilege granted under the Marketplace Licence and is conditional upon the Vendor maintaining high standards of professionalism, integrity and compliance.

The Vendor must conduct its business in a manner that protects Customers, other Vendors, Wonder Group and the reputation of the Platform.

21. Professional Conduct

The Vendor must at all times:

(a) act honestly, professionally and ethically;

(b) deal fairly and respectfully with Customers, Wonder Group personnel and other Vendors;

(c) provide accurate, complete and truthful information;

(d) perform Vendor Services with reasonable care, skill and diligence;

(e) comply with all applicable laws, regulations, industry standards and licensing requirements;

(f) promptly cooperate with reasonable requests made by Wonder Group.

22. Customer Experience Standards

The Vendor must use reasonable endeavours to ensure that Customers receive a positive and professional experience throughout the Booking process.

Without limitation, the Vendor must:

(a) respond to enquiries promptly;

(b) communicate clearly and respectfully;

(c) honour Confirmed Bookings unless cancellation is permitted under these Vendor Terms or applicable law;

(d) notify Customers as soon as reasonably practicable of any issue affecting the Booking;

(e) use reasonable efforts to resolve Customer concerns in good faith.

23. Prohibited Conduct

The Vendor must not, directly or indirectly:

(a) engage in misleading, deceptive or fraudulent conduct;

(b) provide false, inaccurate or misleading information on the Platform;

(c) discriminate unlawfully against any Customer or User;

(d) harass, threaten, intimidate or abuse any Customer, Vendor or Wonder Group personnel;

(e) engage in bribery, corruption or other unlawful business practices;

(f) upload malicious software, viruses or harmful code to the Platform;

(g) manipulate reviews, ratings or Booking activity;

(h) create fake enquiries, fake Bookings or fake Customer accounts;

(i) misuse Customer Personal Information;

(j) interfere with the operation, security or integrity of the Platform;

(k) attempt to circumvent Marketplace Fees or the Payment Services;

(l) encourage Customers to complete Bookings outside the Platform in breach of these Vendor Terms;

(m) engage in any conduct that may reasonably be expected to damage the reputation, goodwill or integrity of Wonder Group or the Platform.

24. Compliance with Platform Standards

The Vendor acknowledges that Wonder Group may establish operational standards, policies, guidelines and procedures relating to the operation of the Marketplace.

The Vendor must comply with all reasonable operational requirements published by Wonder Group from time to time, including requirements relating to:

(a) Listings;

(b) branding;

(c) communications;

(d) payment administration;

(e) identity verification;

(f) cybersecurity;

(g) customer service;

(h) complaint handling;

(i) document management;

(j) quality assurance.

25. Reputation of the Marketplace

The Vendor acknowledges that the reputation of the Marketplace is fundamental to its success.

Accordingly, the Vendor must not engage in conduct that is reasonably likely to:

(a) damage the reputation or goodwill of Wonder Group;

(b) undermine public confidence in the Platform;

(c) bring the Marketplace into disrepute;

(d) adversely affect the experience of Customers or other Vendors.

Nothing in this clause prevents a Vendor from making fair, accurate and lawful statements or disclosures required by law.

26. Cooperation with Wonder Group

The Vendor must cooperate with Wonder Group in connection with:

(a) Customer complaints;

(b) Booking disputes;

(c) refund requests;

(d) fraud investigations;

(e) compliance reviews;

(f) regulatory enquiries;

(g) audit requests made in accordance with these Vendor Terms;

(h) any matter reasonably required to protect the Platform or comply with applicable law.

27. Breach of Vendor Standards

Where Wonder Group reasonably considers that a Vendor has breached this Part, Wonder Group may, having regard to the nature and seriousness of the breach:

(a) issue a warning;

(b) require additional information;

(c) require completion of training or remediation;

(d) require implementation of a corrective action plan;

(e) suspend one or more Listings;

(f) remove Preferred Vendor status;

(g) suspend or restrict the Marketplace Licence;

(h) suspend or terminate the Vendor Account;

(i) terminate these Vendor Terms; or

(j) take any other reasonable action permitted under these Vendor Terms or applicable law.

Where reasonably practicable, Wonder Group will provide the Vendor with an opportunity to respond before taking action under this clause, except where immediate action is reasonably necessary to protect Customers, the Platform, Wonder Group or comply with applicable law.

28. Continuous Improvement

The Vendor acknowledges that Wonder Group may periodically review and update its operational standards to improve the quality, safety, security and integrity of the Marketplace.

The Vendor agrees to implement reasonable changes required to maintain compliance with updated standards within the timeframe notified by Wonder Group, provided those changes are reasonably related to the operation of the Marketplace and do not materially alter the commercial terms of these Vendor Terms without appropriate notice.

PART 6 – GENERAL

29. Governing Law & Jurisdiction

These Vendor Terms are governed by the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.

Nothing in this clause prevents proceedings from being commenced in another jurisdiction where required by applicable law.

SCHEDULE 1 – VENDOR COMPLIANCE FRAMEWORK

Version: 1.0

This Schedule forms part of the Wonder Group International Vendor Terms & Conditions.

The purpose of this Schedule is to establish the minimum compliance standards applicable to all Vendors participating in the Marketplace.

Wonder Group may review and update this Schedule from time to time in accordance with the Vendor Terms.

1. Business Compliance

Each Vendor must maintain throughout its participation in the Marketplace:

• current business registration;
• all licences required to perform the Vendor Services;
• legally required permits and authorisations;
• accurate tax registration information;
• current contact information;
• current banking details;
• any other information reasonably requested by Wonder Group.

2. Insurance Requirements

Each Vendor must maintain insurance appropriate to the Vendor Services, including where applicable:

• Public Liability Insurance;
• Professional Indemnity Insurance;
• Product Liability Insurance;
• Workers Compensation Insurance;
• Motor Vehicle Insurance;
• Event Liability Insurance;
• Travel-related insurance (where applicable);
• any insurance required by Applicable Law. Wonder Group may request Certificates of Currency at any time.

3. Identity Verification

Wonder Group may require Vendors to complete identity verification including:

• government-issued identification;
• business ownership verification;
• director verification;
• beneficial ownership information;
• banking verification;
• selfie or biometric verification where supported by the Platform;
• any additional verification reasonably required. Failure to complete verification may result in suspension of the Marketplace Licence.

4. Document Management

The Vendor must ensure all required documents remain:

• current;
• valid;
• complete;
• accurate;
• uploaded before expiry. Wonder Group may suspend Listings where mandatory documentation expires.

5. Customer Protection

The Vendor must:

• provide services safely;
• comply with consumer protection laws;
• honour Confirmed Bookings;
• cooperate with complaint investigations;
• respond honestly to Customer enquiries;
• maintain appropriate business practices.

6. Privacy & Data Security

Customer Personal Information may only be used:

• to perform the Booking;

• to communicate regarding the Booking;

• where authorised by the Customer;

• where required by law. The Vendor must not:

• sell Customer data;

• disclose Customer information without authority;

• use Customer information for unrelated marketing;

• retain Customer information longer than reasonably necessary.

7. Platform Security

The Vendor must:

• maintain secure passwords;
• protect Account credentials;
• report suspected security incidents promptly;
• maintain appropriate cyber security practices;
• cooperate during cyber incident investigations.

8. Regulatory Cooperation

The Vendor agrees to cooperate with Wonder Group regarding:

• regulatory enquiries;
• court orders;
• law enforcement requests;
• payment investigations;
• AML reviews;
• fraud investigations;
• audit requests;
• compliance reviews.

9. Non-Compliance

Where a Vendor fails to satisfy this Compliance Framework, Wonder Group may:

• issue warnings;
• require corrective action;
• suspend Listings;
• suspend the Marketplace Licence;
• delay Vendor Payouts where permitted by the Marketplace Payment Services Agreement;
• terminate participation in the Marketplace. Wonder Group will generally adopt a proportionate response having regard to the seriousness of the non-compliance.

SCHEDULE 2 – VENDOR PERFORMANCE FRAMEWORK

Version: 1.0

This Schedule establishes Wonder Group's framework for monitoring and improving Vendor performance.

Nothing in this Schedule guarantees any particular ranking, visibility or volume of Bookings.

1. Performance Objectives

Wonder Group aims to maintain a Marketplace that delivers a high-quality experience for Customers while supporting the success of Vendors.

Performance assessments are intended to encourage continuous improvement and protect the integrity and reputation of the Marketplace.

2. Performance Indicators

Wonder Group may monitor one or more of the following indicators:

Customer Experience

• Customer ratings;
• Customer reviews;
• Customer complaints;
• repeat Customers;
• Customer satisfaction.

Operational Performance

• response times;
• quotation turnaround;
• Booking acceptance rate;
• Booking completion rate;
• Vendor cancellation rate;
• communication quality;
• document currency.

Commercial Performance

• Booking conversion rate;
• dispute frequency;
• refund frequency;
• Chargeback history;
• compliance history.

Platform Participation

• profile completeness;
• Listing quality;
• engagement with Platform initiatives;
• participation in training;
• responsiveness to Wonder Group.

3. Performance Reviews

Wonder Group may conduct periodic performance reviews. Reviews may include:

• performance analytics;
• Customer feedback;
• compliance history;
• operational metrics;
• quality assessments.

4. Improvement Plans

Where performance falls below Marketplace expectations, Wonder Group may require:

• additional training;
• corrective action plans;
• enhanced monitoring;
• document updates;
• mentoring;
• temporary restrictions;
• other reasonable improvement measures.

5. Preferred Vendor Programme

Wonder Group may recognise Vendors demonstrating consistently high performance through programmes including:

• Preferred Vendor;
• Featured Vendor;
• Verified Vendor;
• Award Programmes;
• other recognition initiatives. Participation is at Wonder Group's discretion and may be withdrawn at any time.

6. Search Ranking

Wonder Group may determine search rankings using factors including:

• Customer experience;
• relevance;
• availability;
• Listing quality;
• responsiveness;
• performance history;
• compliance;
• Marketplace needs;
• promotional campaigns;
• other operational considerations. Wonder Group is not required to disclose its ranking methodology.

7. Continuous Improvement

Wonder Group may update performance indicators and operational benchmarks from time to time to improve the Marketplace.

Vendors are encouraged to regularly review Marketplace guidance and implement reasonable improvements to maintain high standards.

Operational Note

This Schedule is intended to guide the ongoing operation of the Marketplace. It does not create any guarantee of Bookings, ranking, revenue or continued participation in any recognition programme. Wonder Group retains discretion to manage the Marketplace in accordance with the Vendor Terms & Conditions and the Marketplace Payment Services Agreement.