TERMS OF USE

Welcome to OrderMate Online, a customer driven ordering solution. OrderMate Online is a company registered in Australia. We are an online service provider through the Platform. These Terms of Use are intended to explain Our obligations as a service provider and Your obligations as a Subscriber or Invited User of the Application.

These Terms of Use are binding on any use of the Application via the Platform on any Device and apply to You from the time that OrderMate Online provides You with access to the Application. These Terms of Use will govern any upgrades provided by OrderMate Online that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

You accept that Your use (whether as a registered or unregistered user) or access of the Application via the Platform on any Device includes Your unreserved acceptance of these Terms of Use and Our Privacy Policy.

By using (whether as a registered or unregistered user) or accessing the Application via the Platform on any Device, You acknowledge that You have read and understood and agree to be bound by these Terms of Use in their entirety in addition to any other applicable laws and regulations and that You have the authority to act on behalf of any person or entity for whom You are using the Application and You agree to these Terms of Use personally and on behalf that person or entity.

If You do not agree to any of these Terms of Use You must not use the Application or the Platform in any manner.

Please contact OrderMate Online if You have any particular questions via contact@ordermate.com.au.

CONTACT

Please contact OrderMate Online if You have any particular questions via contact@ordermate.com.au.

PRIVACY POLICY

Your privacy is very important to OrderMate Online. Please refer to OrderMate Online's Privacy Policy at https://ordermate.online/privacy/ for further information about how OrderMate Online collect, manage and use Your personal information.

DEFINITIONS

"Application" means access to OrderMate Online's customer driven ordering software via the Platform on any Device (as may be changed or updated from time to time by OrderMate Online).

"Confidential Information" means the confidential information of a party which relates to the subject matter of these Terms of Use and includes:

confidential information relating to the technology and design of the Application including, but not limited to, algorithms, manuals, designs, diagrams and training videos of the Application;
the Data;
information relating to the personnel, policies or business strategies of OrderMate Online;
information relating to the terms upon which the Application is provided to You;
all information exchanged between the parties to these Terms of Use, whether in writing, electronically or orally, including the Application but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the Platform and includes without limitation data owned or supplied by You or data which may otherwise be generated, compiled, arranged or developed using the Application by the Customer pursuant to these Terms of Use.

"Device" means any type of device including a computer, mobile phone, tablet or console.

"Intellectual Property Rights" means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

"Invited User" means any person or entity, other than the Subscriber, that uses (whether as a registered or unregistered user) or accesses the Application or the Platform with the authorisation of the Subscriber from time to time. "Moral Rights" has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

"Merchant" means any participating merchant from which goods and/or services may be purchased via the Application.

"Our" means OrderMate Online.

"OrderMate Online" means OrderMate Online Pty Ltd (A.C.N 626 753 606) (ABN 24 626 753 606) of 59 Fennell St, Port Melbourne VIC 3207.

"Platform" means the internet site at the domain OrderMate Online.com.au or any other website, mobile site or application operated by OrderMate Online via which the Application is accessed or used on any Device.

"Subscriber" means any person, and where the context permits, includes any entity on whose behalf that person who uses (whether as a registered or unregistered user) or accesses the Application via the Platform on any Device.

"Terms of Use" means these terms of use (as may be changed or updated from time to time by OrderMate Online). "Us" means OrderMate Online.

"We" means OrderMate Online.

"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

  1. USE OF SOFTWARE

    OrderMate Online grants You the right to access and use of the Application via the Platform with the particular user roles available to You. This right is non-exclusive, non-transferable, and limited by and subject to these Terms of Use. You acknowledge and agree that, subject to any applicable laws:

    (a) the Subscriber determines who is an Invited User and what level of user role access to the Application that Invited User has;
    (b) the Subscriber is responsible for all Invited Users' use of the Application; and
    (c) the Subscriber controls each Invited User's level of access to the Application at all times and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be.

  2. ELIGIBILITY

    As a condition of Your using and accessing the Application via the Platform, You represent and warrant that You:

    (a) if purchasing goods that include alcohol products, are aware and comply with all relevant and applicable laws regarding the purchase and consumption of alcohol, including but not limited to, legal age requirements;
    (b) will only provide Data and other information that is complete, accurate and up to date;
    (c) will not falsify any of Your Data or other information;
    (d) will only maintain one account at any given time, and if Your account is ever suspended or terminated for any reason, You will not create another account;
    (e) are not currently prohibited or otherwise restricted from using or accessing the Application or the Platform;
    (f) are not a competitor of OrderMate Online, and are not using or accessing the Application or Platform for the purposes of competing with Our business;
    (g) will not violate any of Our or any other person's rights, including but limited to, Intellectual Property Rights; and
    (h) have full authority to enter into any agreement with OrderMate Online in connection with using or accessing the Application or the Platform, including but not limited to, agreeing to be bound by these Terms of Use, and doing so does not violate any other agreement which You have with any other party.

  3. YOUR OBLIGATIONS
    1. You must not:
      (a) use the Application or the Platform for any purpose or in any manner other than as set out in these Terms of Use;
      (b) use the Application or the Platform in any way that could damage the reputation of OrderMate Online or the goodwill or other rights associated with the Application or the Platform; or
      (c) permit any third party to use the Application or the Platform other than as set out in these Terms of Use.
    2. You must only use the Application and Platform for Your own lawful personal or business purposes, in accordance with these Terms of Use and any notice sent by OrderMate Online and any other additional terms, conditions, policies, rules, disclaimers and notices displayed elsewhere on the Platform and as may be changed or updated from time to time by OrderMate Online. You may use the Application and Platform on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all Terms of Use that apply to You.
    3. You must ensure that all usernames and passwords required to access the Application are kept secure and confidential. You must immediately notify OrderMate Online of any unauthorised use of Your passwords or any other breach of security and You must reset Your password and You must take all other actions that OrderMate Online reasonably deems necessary to maintain or enhance the security of OrderMate Online's computing systems and networks and Your access to the Application.
    4. As a condition of these Terms of Use, when using or accessing the Application:

      (a) the Subscriber must pay all monies as and when due to OrderMate Online;
      (b) You must not attempt to undermine the security or integrity of OrderMate Online's computing systems or networks or, where the Application is hosted by a third party, that third party's computing systems and networks;
      (c) You must not use, or misuse, the Application in any way which may impair the functionality of the Application or Platform, or other systems used to deliver the Application or impair the ability of any other user to use the Application or Platform;
      (d) You must not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the Device on which the Application is hosted;
      (e) You must ensure You protect the Application at all times from unauthorised access, use or damage;
      (f) You must not transmit, or input into the Platform, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
      (g) unless You have prior written consent from OrderMate Online, You must not rent, lease, lend, sell, redistribute or sublicense the Application, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof or any computer programs used to deliver the Application or to operate the Platform (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Application).
    5. Your use of any third party application from within the Application is subject to that party's terms of use and conditions and You confirm that You have read and accept that party's terms of use and conditions.
    6. You will be responsible for providing Your own Device and other access facilities (including terminal, software, internet access, modem and telecommunications facilities) necessary for utilising the Application. You must ensure that the Device on which the Application is used is in good, up to date working order and operating condition. OrderMate Online accepts no responsibility for any deficiency relating to Your Device and other access facilities. Additionally, You acknowledge and agree that You will be solely liable for any fees or other charges incurred by You in connection with using or accessing the Application or the Platform, including but not limited to software, hardware, equipment and internet usage charges.
  4. USAGE LIMITATIONS
    Use of the Application may be subject to limitations. Any such limitations will be advised.
  5. INDEMNITY AND ACKNOWLEDGEMENT
    1. You indemnify OrderMate Online against all claims, costs, damage and loss arising from Your breach of any of these Terms of Use or any obligation You may have to OrderMate Online.
    2. You understand that by using or accessing the Application or Platform, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use or access the Application and the Platform at Your sole risk and that OrderMate Online shall not have any liability to You for any content that may be found to be offensive, indecent, or objectionable.
  6. CONFIDENTIALITY
    1. Unless the relevant party has the prior written consent of the other or unless required to do so by law:
      1. each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms of Use. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms of Use;
      2. each party's obligations under this clause will survive termination of these Terms of Use; and
      3. (c) You shall take all reasonable steps to ensure that Your employees agents, subcontractors or related entities, do not make public or disclose OrderMate Online's Confidential Information. If You become aware that any of Your employees, agents, sub-contractors or related entities pass on any Confidential Information to any other party, then You shall notify OrderMate Online in writing immediately.
    2. The provisions of this clause shall not apply to any information which:
      1. is or becomes public knowledge other than by a breach of this clause;
      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
      4. is independently developed without access to the Confidential Information.
  7. INTELLECTUAL PROPERTY
    1. Title to, and all Intellectual Property Rights in the Application, the Platform and any documentation relating to the Application or the Platform remain the sole property of OrderMate Online (or its licensors).
    2. Nothing in these Terms of Use constitutes a transfer of any Intellectual Property Rights.
    3. Nothing transfers to You ownership of the Application or the Platform or OrderMate Online's Intellectual Property Rights in relation to the Application or the Platform.
    4. You acknowledge that OrderMate Online owns all the Intellectual Property Rights in the Application and the Platform.
    5. OrderMate Online retains full legal rights in and title to the Application and the Platform whether in its original form or as modified by You or OrderMate Online.
    6. You will not directly or indirectly do anything that would or might invalidate or put in dispute OrderMate Online's title in the Application or the Platform.
    7. If any person makes any claim alleging that any of the Application or the Platform infringes any Intellectual Property Rights or Moral Rights of any person, You must:

      1. promptly notify OrderMate Online in writing;
      2. not make any admissions or take any action in relation to the claim without OrderMate Online's written consent;
      3. permit OrderMate Online control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and
      4. cooperate with, assist and act at all times in accordance with the reasonable instructions of OrderMate Online, in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.
    8. You must not:

      1. permit any person to link to any page containing any part of the Application (including via a hyperlink or RSS feed) without OrderMate Online's prior written consent;
      2. except as expressly permitted by these Terms of Use, and except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent OrderMate Online restraining You from doing so:
        1. reproduce, make error corrections to or otherwise modify or adapt the Application or the Platform or create any derivative works based upon the Application or the Platform;
        2. de-compile, disassemble or otherwise reverse engineer the Application or Platform or permit any third party to do so; or
        3. modify or remove any copyright or proprietary notices on the Application or the Platform.
  8. DATA
    1. You agree that OrderMate Online may use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to use or access the Application or Platform and for any other purpose related to provision of services to You including any purpose set out in Our Privacy Policy.
    2. You, to the extent permissible by law, indemnify OrderMate Online against all costs and liability incurred as a result of its possession, processing, use or other handling of the Data or related data, documentation or records.
    3. You agree that OrderMate Online may collect and use the Data and other technical and related information, including but not limited to information about Your Device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Application. OrderMate Online may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.
    4. OrderMate Online and its licensors reserve the right to change, suspend, remove, or disable access to any Application at any time without notice. In no event will OrderMate Online be liable for the removal of or disabling of access to any such Application. OrderMate Online may also impose limits on the use of or access to the Application or the Platform in any case and without any notice or liability.
  9. BACKUP OF DATA
    You must maintain copies of all Data inputted into the Application. OrderMate Online adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. OrderMate Online expressly excludes liability for any loss of the Data no matter how caused.
  10. THIRD PARTY APPLICATIONS AND YOUR DATA
    If You enable third party applications for use in conjunction with the Application, You acknowledge that OrderMate Online may allow the providers of those third party applications to access Your Data as required for the interoperation of such third party applications with the Application. OrderMate Online shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party application providers.
  11. WARRANTIES AND ACKNOWLEDGEMENTS
    1. You warrant that where You have registered to use the Application on behalf of another person, You have the authority to agree to these Terms of Use on behalf of that person and agree that by registering to use the Application You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms of Use, without limiting Your own personal obligations under these Terms of Use.
    2. You acknowledge that:
      1. You are authorised to use and access the Application and the Platform and to access the information and Data that You input into the Platform, including any information or Data input into the Application or Platform by any person You have authorised to use the Application. You are also authorised to access the processed information and Data that is made available to You through Your use of the Platform and the Application (whether that information and Data is Your own or that of anyone else); and
      2. OrderMate Online has no responsibility to any person other than You and nothing in these Terms of Use confers, or purports to confer, a benefit on any person other than You.
    3. If You use the Application or access the Platform on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You agree that:

      1. You are responsible for ensuring that You have the right to do so;
      2. You are responsible for authorising any person who is given access to information or Data, and You agree that OrderMate Online has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
      3. You will indemnify OrderMate Online against any claims or loss relating to:
        1. OrderMate Online's refusal to provide any person access to Your information or Data in accordance with these Terms of Use;
        2. OrderMate Online's making available information or Data to any person with Your authorisation;
        3. the provision of, access to, and use of, the Application and Platform is on an "as is" basis and at Your own risk; and
      4. the provision of, access to, and use of, the Application and Platform is on an "as is" basis and at Your own risk;
      5. OrderMate Online does not warrant that the use of the Application or Platform will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Application and Platform, including public telephone services, computer networks, the internet and any Device, can be unpredictable and may from time to time interfere with or prevent access to the Application. OrderMate Online is not in any way responsible for any such interference or prevention of Your use of or access to the Application;
      6. it is Your sole responsibility to determine that the Application and the Platform meets Your personal needs and requirements and are suitable for the purposes for which they are used;
      7. You remain solely responsible for complying with laws applicable to You; and
      8. it is Your responsibility to check that storage of and access to Your Data via the Application and the Platform will comply with laws applicable to You (including any laws requiring You to retain records).
  12. IMPLIED TERMS
    1. To the maximum extent permitted by law:
      1. OrderMate Online excludes all warranties and representations as to the correctness, accuracy, adequacy, completeness, currency, reliability, timeliness or usefulness of any information or other content posted on the Application or the Platform;
      2. OrderMate Online does not guarantee that the Application, the Platform, or the server supporting the Platform, are free from defects, viruses or other harmful components, or will be uninterrupted or error free; and
      3. neither OrderMate Online, nor Our directors, officers, employees, contractors or agents, will be liable for any direct, indirect, consequential or other loss or damage to any person or entity, however caused (whether by negligence or otherwise), arising in connection with Your use of, or inability to use, the Platform or the Application, or reliance upon any of the content or other information posted on the Application or the Platform.
    2. Save for any terms, conditions, guarantees, warranties, indemnities or other rights which may arise under the Australian Consumer Law or other legislation and which cannot be excluded: all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly excluded; to the extent legally possible any liability that OrderMate Online may have to the Customer in relation to the Application which cannot be excluded shall be limited to, at Our discretion, either the supplying of the Application again; or the payment of the cost of having the Application supplied again and OrderMate Online shall not be liable for any injury loss expense or damages of any kind whatsoever or however arising whether directly, indirectly, consequently or contingently to any person or property and without limiting the generality of the foregoing, OrderMate Online shall not be liable for any losses, expenses or damages caused by delays or any other reasons or additional expenses incurred by the Customer including losses of prospective profits or actual profits incurred by the Customer.
  13. LIABILITY OF ORDERMATE ONLINE
    1. You agree to indemnify and hold harmless OrderMate Online and its officers, employees and agents ("those indemnified") from and against any action, liability, claim, loss, damage, proceeding, expense (including reasonable legal costs and expenses) suffered or incurred by any of those indemnified, whether directly or indirectly, in connection with:
      1. Your breach or non-observance of any of these Terms of Use;
      2. any Data submitted by You;
      3. any breach or inaccuracy in any of Your representations or warranties; or
      4. Your use or access of the Application or the Platform.
    2. Nothing in these Terms of Use is to be read or applied so as to exclude, restrict, modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.
    3. To the maximum extent permitted by law, OrderMate Online accepts no liability for the loss of Data where such loss is wholly or partly caused by factors beyond OrderMate Online's reasonable control including, but not limited to, failure or fault in the hosted environment of the Application, defective network or internet connections, defective equipment utilised by You or incorrect operation by You of Your own Device or other access facilities.
    4. You acknowledge and agree that the fact that the Application cannot be tested in every possible combination, operating condition or application, and it is not within OrderMate Online's control how and for what purpose the Application is used by You.
  14. ACKNOWLEDGEMENT AND RELEASE You acknowledge and agree that:
    1. that OrderMate Online is neither an agent nor otherwise associated with any Merchant;
    2. You must resolve all disputes directly with the Merchant;
    3. Merchants are solely responsible for their interactions with You and any and all claims, injuries, illnesses, damages, liabilities, and costs ("Claims") suffered by You, in connection with Your interaction with or provision of goods and/or services to You by any Merchant; and
    4. to the maximum extent permitted by law, You release OrderMate Online from any and all such Claims.
  15. TERMINATION
    Your rights under these Terms of Use will terminate automatically without notice from OrderMate Online if You fail to comply with any Terms of Use. Upon termination, You shall cease all use of the Application, and destroy all copies, full or partial, of the Application. You shall immediately on termination return to orderMate. Online all copies of the Application, all revisions, enhancements and upgrades of the Application. Alternatively, if OrderMate Online requests, You shall destroy such software, copies, revisions, enhancements and upgrades by erasing them and shall certify in writing to OrderMate Online that they have been destroyed. Any termination shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of these Terms of Use which is expressly or by implication intended to continue in force after such termination.
  16. APPLICATION AVAILABILITY
    Whilst OrderMate Online intends that the Application should be available 24 hours a day, seven days a week, it is possible that on occasions the Application or Platform may be unavailable to permit maintenance or other development activity to take place. If for any reason OrderMate Online has to interrupt the Application for longer periods than OrderMate Online would normally expect, OrderMate Online will use reasonable endeavours to publish in advance details of such activity on the Platform. OrderMate Online will not be liable to You or any other person for any unavailability of or interruptions to the use of or access to the Application or the Platform.
  17. ASSIGNMENT AND NOVATION
    You may not assign or transfer any rights to any other person without OrderMate Online's prior written consent.
  18. ORDERMATE ONLINE'S RIGHTS
    Any express statement of a right of OrderMate Online's under these Terms of Use is without prejudice to any other rights of OrderMate Online's expressly stated in these Terms of Use or existing at law.
  19. GOVERNING LAW
    The parties to these Terms of Use shall be bound by the laws of the State of Victoria in relation to all matters arising from all contracts between the parties and the parties agree to submit to the non-exclusive jurisdiction of the Court of Victoria and the Federal Courts of Australia and that any legal proceedings may be heard in these Courts.
  20. SEVERABILITY
    If any part or provision of these Terms of Use is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms of Use will be binding on the parties.
  21. NOTICES
    Any notice given under these Terms of Use by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to OrderMate Online must be sent to support@OrderMate Online.com.au or to any other email address notified by email to You by OrderMate Online. Notices to You may be sent via electronic messages, including email, text message/SMS, or mobile push notifications, to the email address or numbers which You provided when setting up Your access to the Application.
  22. RIGHTS OF THIRD PARTIES
    A person who is not a party to these Terms of Use has no right to benefit under or to enforce any term of these Terms of Use.
  23. VARIATION TO TERMS
    OrderMate Online reserves the right to change, modify, add or remove portions of these Terms of Use at any time without notice to You, effective upon posting it on the Platform. By continuing to use or access the Application or the Platform following any changes to these Terms of Use, You signify that You have read, understood and agree to be bound by the updated Terms of Use.

TERMS OF TRADE

Welcome to OrderMate Online, a customer driven ordering solution. OrderMate Online is a company registered in Australia. We are an online service provider through the Platform.

You accept that any purchase of Goods and Services from Us, Your use of the Application and this Platform, and Your purchase of Goods and Services includes Your unreserved acceptance of these Terms of Trade, Our Terms of Use (http://ordermate.online/terms-and-conditions) and Our Privacy Policy.

The submission of Your Order pursuant to these Terms of Trade constitutes the Agreement between You and OrderMate Online ("the Agreement").

You acknowledge that You have read and understood and agree to be bound by the Agreement, including these Terms of Trade in their entirety in addition to any other applicable laws or regulations and that You have the authority to act on behalf of any person or entity for whom You are submitting the Order and You agree to these Terms of Trade personally and on behalf that person or entity.
If You do not agree to any of these Terms of Trade You must not submit Your Order.

CONTACT

Please contact OrderMate Online if You have any particular questions via contact@ordermate.com.au.

PRIVACY POLICY

Your privacy is very important to OrderMate Online. Please refer to OrderMate Online's Privacy Policy at https://ordermate.online/privacy for further information about how OrderMate Online collect, manage and use Your personal information.

DEFINITIONS

"Application" means access to OrderMate Online's online customer driven ordering software via the Platform on any Device (as may be changed or updated from time to time by OrderMate Online).

"Australian Consumer Law" means schedule 2 of the Competition & Consumer Act 2010 (Cth).

"Break Fee" means the sum of AUD $300.00.

"Charges" means all monies payable by You specified in the Order, exclusive of GST.

"Chargeback" means any challenge to a payment filed directly by You with Your credit card issuer or company.

"Chargeback Fee" means the sum of AUD $25.00.

"Commencement Date" means the date the Customer electronically submits the Order and it is accepted by OrderMate Online.

"Confidential Information" means the confidential information of a party which relates to the subject matter of the Agreement and includes: confidential information relating to the technology and design of the Application including, but not limited to, algorithms, manuals, designs, diagrams and training videos of the Application; the Data; information relating to the personnel, policies or business strategies of OrderMate Online; information relating to the terms upon which the Application is provided to You including these Terms of Trade; and all information exchanged between the parties to the Agreement, whether in writing, electronically or orally, including the Application but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Customer" means the person, and where the context permits, includes any entity on whose behalf that person who registers to use the Application and/or Management Services and/or purchases the Hardware pursuant to the Agreement.

"Data" means any data inputted by You or with Your authority into the Platform and includes without limitation data owned or supplied by You or data which may otherwise be generated, compiled, arranged or developed using the Application by the Customer pursuant to the Agreement.

"Device" means any type of device including a computer, mobile phone, tablet or console.

"Goods and Services" means the Application, Management Services and Hardware (as applicable) described in the Order.

"Hardware" means the equipment, goods or tangible materials provided to the Customer by OrderMate Online.

"Invalidated Payment" means an invalid payment, refund payment, over-payment, Chargeback or any other expense incurred due to any error, negligence, wilful misconduct or fraud by You or Your directors, officers, employees, contractors, agents, consumers or banking and/or payment authorities.

"Management Services" means support services, including without limitation, implementation, support, training and development services, provided to the Customer by OrderMate Online.

"Order" means the order form completed by the Customer on the Platform and accepted by OrderMate Online in respect of the provision of the Goods and Services pursuant to these Terms of Trade (http://ordermate.online/signup).

"Our" means OrderMate Online.

"Platform" means the internet site at the domain OrderMate Online.com.au or any other website, mobile site or application operated by OrderMate Online via which the Application is accessed or used on any Device.

"Reversal" means a reversal by OrderMade Online of any payment to a consumer of the Customer because the payment:

  1. violates, or We reasonably suspect such payment may violate, any of Our Terms of Use or Terms of Trade; and/or
  2. has been categorised for reversal by Our risk models.
"Terms of Trade" means these terms of trade (as may be changed or updated from time to time by OrderMate Online).

"Us" means OrderMate Online.

"We" means OrderMate Online.

"You" means the Customer.

"OrderMate Online" means OrderMate Online Pty Ltd (A.C.N 626 753 606) (ABN 24 626 753 606) of 59 Fennell St, Port Melbourne VIC 3207. "Your" has a corresponding meaning.

  1. DURATION OF AGREEMENT
    1. The term of the Agreement will commence on the Commencement Date and continue for twelve (12) months or such other period as agreed between OrderMate Online and the Customer ("Initial Term"). At the expiry of the Initial Term, the Agreement will extend in perpetuity for additional terms equivalent to the Initial Term (each a "Subsequent Term") unless written notice is given by the Customer terminating the Agreement at least twenty-eight (28) days prior to the expiry of the relevant Subsequent Term or the Agreement is replaced by another agreement by mutual consent of the parties.
    2. The Charges payable for each Subsequent Term shall be equal to the Charges payable for the immediately preceding term plus a maximum increase of ten per cent (10%).
  2. ORDERMATE ONLINE OBLIGATIONS
    1. Subject to the terms of the Agreement, OrderMate Online will provide the Customer with access to the Application, Management Services and/or Hardware as specified in the Order.
  3. CUSTOMER'S ACKNOWLEDGMENTS AND WARRANTIES You acknowledge, agree and/or warrant that:
    1. You have full authority to enter into and carry out Your obligations contained in the Agreement;
    2. You are solely responsible for determining that the Goods and Services meet the requirements of Your business and are suitable for the purposes for which they are used. You warrant that You have conducted Your own investigations and made Your own enquiries in respect of the Goods and Services and have accordingly relied on Your own judgement, expertise and knowledge in entering into the Agreement;
    3. You are solely responsible for ensuring the correctness, accuracy and/or lawfulness of:
      1. all Data, including but not limited to, consumer ABN/ACN and contact details, pricing, discounts, surcharges, and Invalidated Payments;
      2. Your menu content, including but not limited to, descriptions, prices and allergy information; and
      3. Your marketing and advertising material, including but not limited to Your shop signage, website and social media pages, and You will not be entitled to a reduction or variation in the Charges, Your obligations under the Agreement or other remedy by reason of any such error relating to any of the above;
      4. You are solely responsible for complying with all laws applicable to You. You warrant that You have obtained all permits, authorisations, licences, registrations or other approvals required or necessary to conduct Your business in connection with which the Goods and Services are used and carry out Your obligations contained in the Agreement, and will maintain them in full force and effect for the duration of the Agreement; You will only use the Application and Platform for Your own lawful internal business purposes, and in accordance with the Agreement;
      5. You will fulfil all of Your obligations to Your consumers which are the subject of this Agreement and resolve any dispute or complaint with Your consumer directly;
      6. You are solely responsible for Your interactions with Your consumers and any and all claims, injuries, illnesses, damages, liabilities, and costs ("Claims") suffered by You, in connection with Your interactions with or provision of Your products and/or services to Your consumers by You, and to the maximum extent permitted by law, You release OrderMate Online from any and all such Claims;
  4. CHARGES
    1. The Customer will pay the Charges at the rate and in the manner specified in the Order.
    2. Should the Customer fail to pay the Charges in accordance with the terms of the Agreement, OrderMate Online reserves the right to suspend the provision of the Application and Management Services and ultimately terminate the provision of the Application and Management Services in accordance with clauses 7.1, 8.1, 8.2 and 8.3.
    3. The Customer acknowledges that OrderMate Online may issue collection and/or legal proceedings to recover any outstanding amounts and the Customer agrees to be liable for all collection and/or legal fees incurred by OrderMate Online on a full indemnity basis.
    4. The Customer will pay OrderMate Online interest on any amount due and not paid by the Customer within the time required by the Agreement at the rate of interest equivalent to five percent (5%) per annum more than the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic).
    5. Subject to any provision of the Agreement dealing with GST, the Charges are exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with the Order and without limiting the foregoing, the Customer will be liable for any new taxes, duties or Charges imposed subsequent to the Commencement Date in respect of the Order.
    6. In addition to paying the Charges and any other amount payable under or in connection with the Agreement (which is exclusive of GST), the Customer will:
      1. pay to OrderMate Online an amount equal to any GST payable for any supply by OrderMate Online in respect of which the Charges or other amount is payable under the Agreement;
      2. make such payment either on the date when the Charges or other amounts to which it relates fall due or within five business days after the Customer is issued with a tax invoice, whichever is the later.
    7. In the event of a Chargeback, Reversal or Invalidated Payment, the Customer acknowledges and agrees that it will be liable to pay:
      1. the total Charges;
      2. the Chargeback Fee; and
      3. any other associated fees incurred by OrderMate Online.
    8. OrderMate Online reserves the right to alter the amount or terms of the Charges at any time at its sole discretion.
  5. FEES AND COMMISIONS
    1. As a condition of utilising the OrderMate Online platform the franchisee agrees to the fees stated in the Merchant Info Dashboard.
    2. The Merchant Info Dashboard can be accessed through https://admin.ordermate.online
  6. PERIODIC DEBIT
    1. The Customer hereby authorises OrderMate Online to make periodic debits (or as otherwise agreed in writing) from the Customer's nominated bank account/credit card for all monies payable by You under this Agreement. The Customer acknowledges the Agreement is for a fixed term and that the Agreement cannot be terminated prior to this other than in accordance with clause 1. Any other fees incurred from the payment gateway relating to the provision of the Goods and Services are not within OrderMate Online's control and the Customer should refer to the terms and conditions (if any) for the payment gateway service for further information on payment gateway fees payable.
    2. If at any time during the Agreement the Customer's bank/credit card details change or expire, the Customer must update the Customer's details with OrderMate Online within three (3) business days before the next scheduled payment. 5.3 If for any reason the payment is dishonored, funds must be made available on the account/card or bank account/card details must be updated, within three (3) business days. Failure to provide a valid method of payment, may result in the suspension of access to the Application and Management Services.
  7. OWNERSHIP AND RETENTION OF TITLE
    1. The Application is licensed not sold and remains the sole and absolute property of OrderMate Online.
    2. If applicable, risk in the Hardware shall pass to the Customer upon delivery to the Customer's nominated delivery point. However, title to the Hardware (whether or not attached, fixed or incorporated into any other property) shall remain with OrderMate Online until:
      1. OrderMate Online has received in full all sums due in respect of the Hardware and/or any other liabilities the Customer has to OrderMate Online now or in the future; or
      2. OrderMate Online, by written notice, passes title in the Hardware to the Customer.
    3. Until title to the Hardware has passed to the Customer, OrderMate Online will have a security interest in all the Hardware and the Customer shall:
      1. hold the Hardware on trust for OrderMate Online;
      2. store the Hardware separately from all other goods of the Customer or any third- party;
      3. not remove any batch number or other identification, or any notice indicating or displaying that the Hardware is OrderMate Online's property;
      4. maintain the Hardware in satisfactory condition; and
      5. keep the Hardware insured on OrderMate Online's behalf for their full replacement value against all risks to the reasonable satisfaction of OrderMate Online (on request the Customer shall produce the policy of insurance to OrderMate Online).
    4. If payment for the Hardware is overdue in whole or in part, or if the Customer becomes subject to any form of insolvency administration, then the Customer shall not be entitled to resell or part with possession of any Hardware still owned by OrderMate Online until the Customer has paid in full all sums owed by it to OrderMate Online under the Agreement. Furthermore, upon notice OrderMate Online shall also be entitled to immediately terminate the Customer's right to possession of the Hardware and without prejudice to any other rights it has under the Agreement:
      1. enter, or instruct agents to enter on its behalf, on five (5) days' notice or such shorter period as may be reasonable in the circumstances, including for the purposes of Sections 130 and 135 of the Personal Property Securities Act 2009 (Cth) ("PPSA"), any premises where the Hardware may be, and to repossess and dispose of any or all Hardware owned by OrderMate Online; and
      2. withhold delivery of any other undeliverable Hardware.
    5. The Customer shall promptly do all things requested by OrderMate Online, acting reasonably to:
      1. ensure OrderMate Online's rights in relation to the Hardware are enforceable, perfected and effective; and
      2. enable OrderMate Online to apply for any registration, or give any notification, in connection with the Agreement to preserve OrderMate Online's rights in relation to the Hardware.
    6. The Customer acknowledges that the Agreement constitutes a security interest for the purposes of the PPSA and must whenever requested by OrderMate Online sign all documents and do all acts and things requested by OrderMate Online to register the interest of OrderMate Online on the Personal Property Securities Register and such other register as OrderMate Online requires under the PPSA.
    7. If the Customer fails to pay for the Order in accordance with the Agreement, OrderMate Online may suspend or cancel the Customer's full operational access to the Application and Management Services and/or recover possession of the Hardware at any site owned, possessed or controlled by the Customer and the Customer agrees that OrderMate Online has an irrevocable licence to do so and OrderMate Online reserves its rights absolutely to recover all amounts outstanding for any Goods and Services provided to the Customer.
  8. REPAIR, REPLACEMENT AND REFUND
    1. Subject always to any rights that the Consumer may have under the Australian Consumer Law, OrderMate Online and the Customer agree that:
      1. the Customer will be deemed to have accepted the Application from the Commencement Date; and
      2. the Customer will be deemed to have accepted the Hardware unless it notifies ordermate Online in writing of non-acceptance within seven (7) days of delivery. OrderMate Online will not accept a return of the Hardware unless it has received written notice of non-acceptance and has given its written authorisation for the return. OrderMate Online will not be liable for any freight or other costs incurred by the Customer in the event that a return is authorised by OrderMate Online. In the event that a return authorisation has been granted, a 20 percent (20%) re-stocking fee shall apply for all Hardware supplied. All Hardware must be received by OrderMate Online in as new condition, with original packaging, manuals and other accessories. Any Hardware that is damaged or soiled will not be accepted for refund.
  9. TERMINATION
    1. Without limiting the generality of any other clause in the Agreement, OrderMate Online may terminate the Agreement immediately by notice in writing if:
      1. the Customer is in breach of any term of the Agreement and such breach is not remedied within five (5) business days of OrderMate Online notifying the Customer of that breach;
      2. the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
      3. the Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; or
      4. the Customer, being a natural person, dies.
    2. If notice is given to the Customer pursuant to clause 8.1, OrderMate Online may, in addition to terminating the Agreement:
      1. retain any moneys paid; and
      2. be regarded as discharged from any further obligations under the Agreement; and pursue any additional or alternative remedies provided by law.
    3. On termination of the Agreement for whatever reason, the Customer undertakes to pay all and any outstanding amounts payable under this Agreement (whether accrued prior to or after termination, including but not limited to the Charges and Chargeback Fee. If the Customer terminates this Agreement within the twelve (12) month period following the Commencement Date, the Customer will also be liable to pay the Break Fee.
    4. On termination of the Agreement:
    5. Your rights under the Agreement will terminate automatically without notice from OrderMate Online; and
    6. You will no longer have access to, and will immediately cease using all Goods and Services, Hardware and Management Services.
  10. INDEMNITY You indemnify OrderMate Online against all claims, costs, expenses, damage and loss including but not limited to, any costs relating to the recovery of any Charges and Chargeback Fee that are due but have not been paid by You, that arises from:
    1. any Chargeback, Invalidated Payment or Reversal;
    2. Your breach of the Agreement or any obligation You may have to OrderMate Online; or
    3. any dispute arising between You and Your consumers or banking and/or payment authorities.
  11. CONFIDENTIALITY Unless the relevant party has the prior written consent of the other or unless required to do so by law:
    1. each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with the Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by the Agreement.
    2. each party's obligations under this clause will survive termination of the Agreement.
    3. You shall take all reasonable steps to ensure that Your employees agents, subcontractors or related entities, do not make public or disclose OrderMate Online's Confidential Information. If You become aware that any of Your employees, agents, sub-contractors or related entities pass on any Confidential Information to any other party, then You shall notify OrderMate Online in writing immediately; and
    4. the provisions of this clause shall not apply to any information which:
    5. is or becomes public knowledge other than by a breach of this clause;
    6. is received from a third- party who lawfully acquired it and who is under no obligation restricting its disclosure;
    7. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
    8. is independently developed without access to the Confidential Information.
  12. IMPLIED TERMS Save for any terms, conditions, guarantees, warranties, indemnities or other rights which may arise under the Australian Consumer Law or other legislation and which cannot be excluded, all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly excluded. To the extent legally possible any liability that OrderMate Online may have to the Customer in relation to the Goods and Services which cannot be excluded shall be limited to, at our discretion, either the supplying of the Goods and Services again or the payment of the cost of having the Goods and Services supplied again and OrderMate Online shall not be liable for any injury loss expense or damages of any kind whatsoever or however arising whether directly, indirectly, consequently or contingently to any person or property and without limiting the generality of the foregoing, OrderMate Online shall not be liable for any losses, expenses or damages caused by delays or any other reasons or additional expenses incurred by the Customer including losses of prospective profits or actual profits incurred by the Customer.
  13. LIABILITY OF ORDERMATE ONLINE
    1. Subject to the Australian Consumer Law, the Goods and Services supplied herein are general purpose Goods and Services only and no reliance by the Customer has been placed upon the skill or judgment of OrderMate Online or its agents or representatives to select the Goods and Services or any part thereof ordered herein for any particular purpose, and the Agreement is made without any warranty by OrderMate Online that the Goods and Services are suitable for any particular purpose. The Customer warrants that it has not relied on any representation made by OrderMate Online which has not been stated expressly in the Agreement, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by OrderMate Online.
    2. The Customer will at all times indemnify and hold harmless OrderMate Online and its officers, employees and agents ("those indemnified") from and against any action, liability, claim, loss, damage, proceeding, expense (including reasonable legal costs and expenses) suffered or incurred by any of those indemnified, whether directly or indirectly, in connection with:
      1. a breach or non-observance of by the Customer of its obligations under the Agreement;
      2. any Data submitted by the Customer;
      3. the Customer's use or access of any of the Goods or Services, Device or Platform;
      4. any breach or inaccuracy in any representations or warranties by the Customer, including but not limited to any of the Customer's warranties and promises contained in clause 3; or
      5. any wilful, unlawful or negligent act or omission of the Customer, its directors, officers, employees, contractors, agents, consumers or banking and/or payment authorities.
    3. Subject to the Australian Consumer Law, OrderMate Online accepts no liability for the loss of Data where such loss is wholly or partly caused by factors beyond the OrderMate Online's reasonable control including, but not limited to, failure or fault in the hosted environment of the Application, defective network or Internet connections, defective equipment utilised by the Customer or incorrect operation by the Customer of its own Device or other access facilities.
    4. The Customer acknowledges and agrees that the allocation of risk contained in the Agreement is reflected in the Charges, and the fact that the Application cannot be tested in every possible combination, operating conditions or application, and it is not within OrderMate Online's control how and for what purpose the Application is used by the Customer.
  14. ASSIGNMENT AND NOVATION
    1. The benefit of the Agreement must not be assigned by the Customer without OrderMate Online's written consent.
    2. OrderMate Online may consent to the assignment or novation of the Agreement by the Customer subject to such conditions as it chooses to impose.
  15. ORDERMATE ONLINE'S RIGHTS Any express statement of a right of OrderMate Online's under the Agreement is without prejudice to any other rights of OrderMate Online's expressly stated in the Agreement or existing at law.
  16. GOVERNING LAW The parties to the Agreement shall be bound by the laws of the State of Victoria in relation to all matters arising from all contracts between the parties and the parties agree to submit to the non-exclusive jurisdiction of the Court of Victoria and the Federal Courts of Australia and that any legal proceedings may be heard in these courts.
  17. SEVERABILITY If any part or provision of the Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the Agreement will be binding on the parties.
  18. NOTICES Any notice given under the Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to OrderMate Online must be sent to contact@ordermate.online or to any other email address notified by email to You by OrderMate Online. Notices to You may be sent via electronic messages, including email, text message/SMS, or mobile push notifications, to the email address or the numbers which You provided when setting up Your access to the Application.
  19. RIGHTS OF THIRD PARTIES A person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement.
  20. VARIATION TO TERMS The Terms of Trade cannot be varied without Our written consent. OrderMate Online reserves the right to change the Terms of Trade at any time, effective upon the posting of modified Terms of Trade and OrderMate Online will make every effort to communicate these changes to You via notification via the Platform. It is likely the Terms of Trade will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms of Trade available on the Platform.
  21. PREFERENTIAL PRICING OR DISCOUNTS You may from time to time be offered preferential pricing or discounts for the Charges as a result of the number of organisations that You have added to the Application or that have been added with Your authority or as a result of Your use of the Application ("Organisations"). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Charges in relation to all of Your Organisations. Without prejudice to any other rights that OrderMate Online may have under these Terms of Trade or at law, OrderMate Online reserves the right to render invoices for the full (non-discounted) Charges due or suspend or terminate Your use of the Application in respect of any or all of Your Organisations in the event that any invoices for those Charges are not paid in full by the due date for payment.