YourOrder T&C
1. ENTIRE AGREEMENT
a) The entire Agreement (the Agreement) between you (the Customer), and us (the Supplier) consists of these Terms and Conditions, and the YourOrder Application Agreement as shown on the Oolio Quote.
b) This Agreement cannot be canceled or terminated except in accordance with its terms.
c) Any brochures and marketing material you may have seen are provided for your information only and do not form part of this Subscription Agreement.
2. TERM OF AGREEMENT
a) This Agreement. I. has a Minimum Term period, commencing on the Date, as stated in the YourOrder Application Agreement II. will at the expiration of the Minimum Term continue on a month to month basis, requiring a notice of termination in accordance with Clause 8.
b) Execution of Clause 2(c) does not affect any other rights and obligations of both parties under this agreement, other than for us to stop supplying our service and for you to stop paying for the service, all other conditions remain in force until the minimum term has been met, this includes Exclusivity, as per Clause 10.
c) Once the Minimum Term period has been met, either party can terminate this agreement without penalty by providing a minimum of 30 days’ notice.
3. SUPPLIER SERVICES
We agree to develop, maintain, and provide to you access to the Bepoz Your Order application and platform. This application and platform will allow your customers the ability to pre-order, order and pay for food and beverage. We also agree to supply you with access to an SMS service platform should you wish to use it. A SMS fee is applicable as specified in the YourOrder Application Agreement.
4. CUSTOMER OBLIGATIONS
You agree to be responsible for;
a) supplying all images, information, pricing needed to create the digital menu required by the application.
b) maintaining the digital menu with the correct products images and pricing.
c) compliance to all laws including the Responsible Service of Alcohol.
d) Training of all staff in the use of the YourOrder application.
5. PAYMENTS
a) You must pay to us the YourOrder Application Fee as specified in the YourOrder Application Agreement.
b) The Application Fee will be netted against funds you received from the merchant provider on a daily basis.
c) If the Payment Date falls on a weekend or public holiday, payment is due on the next business day.
d) Unless we otherwise agree, any additional payments must be made by direct debit from your bank account or credit card.
e) All payments, once paid, are not refundable for any reason.
f) If there is any change to the amount of Stamp Duty or GST payable or if any other taxes or government charges become payable in respect of this Subscription Agreement, you agree that we may adjust the Total Monthly Subscription Payment accordingly.
g) You are unconditionally bound to pay all amounts due under this Subscription Agreement in full without set- off or counterclaim, and without any deduction in respect of taxes, unless prohibited by law, on any account whatsoever.
6. LATE PAYMENTS
a) If the Fee(s) or any other amount due is not paid in full on time, you are in default and we are entitled to recover liquidated damages on the overdue amount which you agree is a genuine pre-estimate of the actual loss that we will suffer as a result of you being late in any payment to us.
b) In addition, you agree to reimburse us for the amount that our bankers charge us for your dishonored payment(s).
c) All liquidated damages are payable on demand which we may demand by debiting the amount of any liquidated damages from your nominated bank account or credit card on any date at our election without notice to you.
7. DEFAULT
You will be considered in default and to have repudiated this Agreement if you:
a) Do not pay in full the Fee(s) sert out in the YourOrder Application Agreement or any other amounts due in accordance with clause 5;
b) Become insolvent, bankrupt or become subject to any arrangement or composition, or as a company or business you enter administration, receivership, liquidation or external administration.
8. TERMINATION
This Agreement will terminate upon the occurrence of any of the following events:
a) We give you notice terminating this Agreement after your default and repudiation of this Agreement.
b) You give written notice terminating this Agreement to us with 30 days notice, after the Minimum Term has been met.
9. CONSEQUENCES OF EARLY TERMINATION
If this Agreement is terminated by you under clause 6 or 7, you must immediately: a) Pay to us:
i. All overdue Fees; plus
ii. The value of all remaining Fees for the balanceof the Minimum Term.
10. EXCLUSIVITY
By signing this agreement you acknowledge that this agreement is exclusive and you must not, during the Minimum Term and while this agreement remains in force, allow any other online self-ordering, table ordering and payment platform App to be used at the venue(s) as identified in the YourOrder Application Agreement.
11. FEE
You agree to pay us the fee as shown in YourOrder Application Agreement ,
a) The YourOrder Application Fee to be paid daily; b) Should you opt in to use the Messaging Service requiring SMS Credit, our fee is stated in Schedule 1, “SMS Charge” Payment of our fee must be made in accordance with Clause 5.
12. DIRECT DEBIT PAYMENT
a) By signing the Direct Debit Request (DDR), you authorise us to debit funds from your nominated account for any amount payable under this Subscription Agreement and any other agreement between you and us.
b) If any payment falls due on a non-business day, it will be debited from your nominated account on the following business day.
c) All enquiries should in the first instance be directed to Bepoz Global Pty Limited.
d) Your records and account details held by us will be kept confidential, except information required by our Financial Institution in the event of a claim or relating to an alleged incorrect or wrongful debit.
13. CONFIDENTIALITY
You will not during the minimum subscription term or anytime thereafter, share or provide to any person(s) or any party, any confidential information that you or your officers,staff and representative may come across.
This includes;
i) the terms of this agreement,
ii) the services provided,
iii) the fees charged under this agreement
iv) any technical know how of the Your order app that is not widely made public.
14. INTELLECTUAL PROPERTY
You agree that we own all the intellectual property right in the Your Order App and Platform. This IP includes but no limited to, Trademarks, copyrights, logos, designs. We grant you a license to use our IP, during the term of the agreement, in accordance to the terms of the agreement.
15. PRIVACY
a) We comply with the National Privacy Principles, the Code of Conduct for Credit Reporting and the Privacy Act 1988. Terms used in this clause have the meaning given in the Privacy Act. In this clause “you” includes any guarantor.
b) You have a right to request access to the personal information that we hold about you.
c) Subject to the payment of any applicable fee, we agree to provide you access to, or with a copy of, the personal information that we hold about you. We can only deny access to you in accordance with National Privacy Principle 6.
d) You agree to us collecting personal information about you for the purposes of:
- Assessing existing or future application(s) for consumer or commercial credit, managing your account, responding to your questions, enforcing our rights, performing our obligations and protecting our assets;
- Providing you with information about our other products and services and the products and services offered by our dealers or suppliers; and
- Any guarantee given or to be given by you or any guarantee given or to be given by any other person as your guarantor and the enforcement of any guarantee.
e) We collect your personal information primarily from you. You agree that we may also collect personal information about you from other parties / agents such as credit providers, including debt collection agencies,
f) You agree that we can obtain from credit reporting agencies and/or any business providing information about commercial credit worthiness:
- Consumer credit report(s) about you for application(s) for commercial credit; and
- Commercial credit report(s) about you for application(s) for consumer credit.
16. SEVERABILITY
If:
- The Consumer Credit Code (“Code”) or any other law would otherwise make a provision of this Subscription Agreement illegal, void or unenforceable in any jurisdiction; or
- A provision of this Subscription Agreement would otherwise contravene a requirement of the Code or impose an obligation or liability which is prohibited by the Code or any other law, this Subscription Agreement is to be read as if that provision were varied to the extent necessary to comply with the Code or that other law or, if necessary, omitted, without affecting the continued operation of the rest of this Subscription Agreement in that jurisdiction or any other jurisdiction.
17. JURISDICTION
a) This Subscription Agreement is governed by the laws of the Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.