(1) Online Ordering Software means the software licenced by Deliverit enabling the processing of the Client’s online orders.
(2) The Online Ordering Platform will include but will not be limited to Local Serves, Google Food Ordering, Uber Eats, Menulog, mobile apps.
(3) Local Serves means a service provided by the Company enabling consumers to access the pay at table facility.
(4) The Transaction Fee and/or Pay at Table Fee will collectively be called “Fees”.
(5) The term Data refers to all information collected in regards to the processing of any transaction through the Online Ordering Platform.
(1) The Client shall pay to the Company:
(i) the Total Installation Price on or before the date of installation of the Goods;
(ii) the Total Monthly Licence Fee (“DPos Licence Fee”) will be payable monthly in advance on the first day of each succeeding month after the date of installation (the “Monthly Payment Date”); and
(iii) the Transaction Fee and/or Pay at Table Fee (collectively called “Fees”), which will be either deducted from the monies collected by the Company for any online order processed on behalf of the Client or paid in full by the Client by direct debit if monies collected by the Company are insufficient to pay the Fees. These Fees are inclusive of GST, merchant fees, fraud protection, menu hosting and support.
(2) Payment of the DPos Licence Fees must be made by direct debit from the Client’s bank account and transferred to the bank account of the Company as notified by the Company to the Client (or in such other manner as the Company may direct, in writing, from time to time) and for that purpose the Client shall do all such things as may be necessary to authorise its bank to facilitate such payments on the Monthly Payment Date.
(3) The Fees and DPos Licence Fee may increase once in each calendar year. The Client will be given at least fourteen (14) days written notice of any increase.
3. Ownership of the Goods and/or Services and Software
(1) The Goods will remain the ownership of the Company until such time as all monies have been paid by the Client.
(2) The Company has the right to retrieve any Goods from the Client that have not been paid in full within thirty (30) days of such monies becoming payable.
(3) The DPos Software, the Online Ordering Software and the Local Serves Software (collectively called “Software”) will always remain the property of the Company, and the right to use the Software ceases upon termination of this Agreement.
4. Client’s Obligations
(1) The Client agrees to:
(i) provide reasonable access to all Goods for service under warranty, Software upgrades, and inspection by the Company or an appointed agent;
(ii) where the Client is supplying hardware Goods and/or Services, the Client will provide them to the minimum configuration as specified by the Company, and be totally responsible for any failures by this equipment;
(iii) pay the Company a service fee for any problem that has been caused by failure of the Client to adhere to the terms and conditions of this Agreement;
(iv) pay to the Company the Fees calculated on the gross value of each transaction by deduction or direct debit (whichever is appropriate); and
(v)reimburse the Company any charge it may incur as a result of excessive fraudulent online orders and be responsible for all costs and charges associated with disputed online ordering transactions.
(2) The Client authorises the Company to:
(i) collect monies on behalf of the Client in the course of processing an online order; (ii)process and approve online orders on behalf of the Client; and
(iii)use the online ordering money collected on behalf of the Client towards payment of any outstanding monies, including but not limited to outstanding Fees, DPos Licence Fees, SMS campaigns, website design work.
(3) The Client acknowledges that:
(i) the Goods and/or Services remain in the ownership of the Company until such time that all monies and interest have been received from the Client;
(ii) the software will always remain the property of the Company and the right to use the Software ceases upon termination of the Agreement;
(4) The Client will not:
(i) copy or attempt to copy the Software for any purpose other than security backups, unless written permission has been supplied by the Company;
(ii) tamper, decompile or attempt in any way to modify the Software or allow any other person to attempt to modify the Software; (iii)modify any data associated with the Software by any means other than the program itself;
(iv) provide details or copies of the Software to any party without the express permission of the Company;
(v) introduce or allow to be introduced any software or hardware that may cause damage to the Software, including but not limited to viruses and/or hardware components; or
(vi) assign this Agreement to any other party without the express written permission of the Company; however the Company reserves the right at any time to assign the benefit of the Agreement to any person or corporation whatsoever.
5. Company’s Obligations
(1) If all payments are fully up to date, the Company will:
(i) make all reasonable efforts to provide telephone and/or online support between the hours of 9am and 10.00pm AEST every day, excluding Christmas Day, Boxing Day, Good Friday and Anzac Day as gazetted by the State of Victoria. The Client understands that not all calls can be responded to immediately, but the Company will take all reasonable steps to ensure they are responded to as soon as possible.
(ii) provide upgrades to the Software where appropriate.
(iii) abide by its obligations to protect the use and management of the Client’s personal information in accordance with the National Privacy Principles and the Privacy Act 1988 (Cth);
(iv) make the online ordering website available to the general public;
(v) make all reasonable efforts to process any online orders on behalf of the Client in accordance with the Terms and Conditions of Use contained on the Company’s online ordering website;
(vi) hold in trust, on behalf of the Client, monies received as a result of processing an online order on behalf of the Client; and
(vii) pay any monies received on behalf of the Client, less the Fees, into the Client’s nominated account on the Tuesday following COB Sunday or next business day.
(2) The Company will also:
(i) provide enhanced fraud protection and secure data protection on all online ordering transactions.
(ii)provide dispute management services including evidence lodgement facilities.
(iii)provide online ordering facilities and menu hosting.
6. Domain Name
(1) If the Company registers a domain name on behalf of the Client:
(i) the Client acknowledges that the Company is the owner of the domain name;
(ii) the Company will automatically renew the domain name for an additional two years on behalf of the Client until termination of this Agreement;
(iii) upon termination of this Agreement, the Company agrees to transfer the domain name to the Client for a fee of $300.00 (ex).
(2) If the Client owns and controls its domain name, the Client must provide access to the Company and delegate the domain name to point to the online ordering system.
7. Collection of Data and Disclosure of Information
(1) All consumer data collected by the Company through the Online Ordering Software remains in the ownership of the Company and the Client for marketing purposes, subject to privacy protection.
(2) The Data will be passed directly to the store for completion of the order.
(3) The Data remains in ownership of the company.
(4) On Termination of this Agreement, the Client will no longer have access to that data.
8. Service and Suspension of Service
(1) The Company is under no obligation to provide service on any hardware item, unless specifically stated in writing. If an item provided by the Company at installation is covered by the manufacturer’s warranty, the Company will endeavour to apply that warranty.
(2) The Company is under no obligation to replace or replenish consumable or ancillary products including but not limited to paper and ribbons.
(3) The Company may refuse to provide service if monies are owing by the Client and such refusal shall not affect the Client’s liability for payment of those monies.
(4) WARNING – The Software provided has been designed to cease to function if monies are overdue by more than thirty (30) days and the Company accepts no responsibility for any loss incurred as a result of this.
9. Limitation of Liability and Indemnity
(1) To the extent permitted by law, the Company excludes all liability for indirect and consequential loss including the loss or corruption of the Software, loss of revenue or any other commercial or economic loss arising from this Agreement or provision of services by the Company.
(2) To the extent that liability of the Company cannot be excluded, the Company’s liability is limited to the supply of the services under these terms and conditions.
(3) The Client indemnifies the Company against any loss, claim or damage of any kind and howsoever arising as a result of any inaccuracy of the Software and unauthorised use of the Software by the Client.
(1) The Company may terminate this Agreement immediately if monies payable are overdue for a period of thirty (30) days. Such termination shall not affect the Client’s liability for payment of those monies, and the Company accepts no responsibility for any loss incurred as a result of the termination.
(2) The Client may terminate this Agreement by giving one (1) months’ notice in writing to the Company expiring on any Payment Date as set out in the Agreement. The Client shall pay all monies due; effect transfer of the domain name (if registered by the Company), allow the Company to retrieve the Software and remove the Client’s online ordering website on or before the expiration of such notice.
(3) If the Client is not in breach of any term or condition of this Agreement, the Company may terminate this Agreement by giving three (3) months’ notice in writing to the Client expiring on any Payment Date.
(4) The Company does not allow the Software or Online Ordering Website to be used after the Agreement has been terminated.
(5) At termination of this Agreement the Data collected by the Company through use of the Local Serves Software will remain in the ownership of the company.
11. Penalty Interest
If any payment is dishonoured or outstanding, the Company may impose a dishonour fee or apply Penalty Interest calculated daily, at the rate set by the Law Institute of Victoria, on any amount outstanding from the date upon which payment was due until the date on which payment is made.
12. Breach of Agreement
Failure to comply with any of these terms and conditions will constitute a fundamental breach of this Agreement. As a result, the Company may revoke the Software licences without notice, remove access to the Company’s online ordering website, and take action to seek payment of all monies overdue. The Company may apply any money held in the Company’s transaction account on behalf of the Client towards payment of outstanding monies.
13. Governing law
This Agreement is governed by the laws of the State of Victoria.