Product Specific Terms

All capitalised but undefined terms have the same meaning as given to them in the Terms of Use.

LAST UPDATED 20 MAY 2024

Services for Suppliers

These Product-Specific Terms apply to Suppliers:

1. . Payment Processing
   1. Ordermentum uses a payment provider (Zai Australia: Level 18/120 Spencer Street, Melbourne VIC 3000) to provide payment processing services to Suppliers (Payment Facility).
   2. In so far as it is relevant to the provision of the Payment Facility, the terms at https://www.hellozai.com/company/policies/end-user-agreement are incorporated into this Agreement and will prevail over this Agreement to the extent of any inconsistency in relation to the provision of the Payment Facility.
   3. If Ordermentum changes its Payment Provider you may be asked to agree to the new terms relevant to that provider.
   4. You must provide all information reasonably requested to satisfy our payment provider/providers’ compliance requirements from time-to-time.
   5. In respects of any moneys we receive from your sales on the Platform (and which are not payable to us in accordance with these Terms), such money is your property and not ours, and any interest we may have in that money is held as trustee for you.
      
      
2. . Growth Engine
   1. If you are a Supplier, you can choose to make your products available for search, discovery and ordering by Venues that you do not currently trade with (Growth Engine Customer). We call this service for generating new business for you “Growth Engine”.
   2. By making your products available for purchase via Growth Engine you are agreeing to pay the Growth Engine fee for any purchases that a Growth Engine Customer makes from you in the future. In recognition of our role in generating this new business for you, you are obliged to continue to pay the Growth Engine fee as long as you trade with that Venue, even if you cease using the Platform under the Terms of Use (unless you elect to pay a break fee under clause 10.8.2 of the Terms of Use). You agree to provide us with information we may reasonably request to verify those sales and represent that any information provided will be accurate and not misleading in any respects.
   3. If you decide to make your products available for purchase via Growth Engine, you agree to meet the following Growth Engine service levels:
      1. Digital catalogue: Supplier must maintain a high-quality digital catalogue that provides the information Venues would reasonably require to purchase a product;
      2. Pricing: Supplier must ensure its product prices for Growth Engine customers are no more expensive than prices offered to equivalent customers on other food and beverage marketplaces;
      3. Response time: Where the Venue cannot order immediately, the Supplier must respond to new connection requests within 8 business hours;
      4. Order issues: Supplier must respond to any issues raised with orders within 24 hours;
      5. Credit card: Supplier must allow Venues to pay for their first and subsequent orders with a credit card;
      6. Surcharges: Supplier must not impose a credit card surcharge on orders;
      7. Freight: Suppliers are encouraged to offer free freight above a certain order value, with reasonable base freight charge; and
      8. Minimum Order Value/Quantity (MOV/MOQ): Suppliers are encouraged to waive MOV/MOQs for first orders and offer sample packs, with reasonable ongoing MOV/MOQ requirements;
   4. If you repeatedly fail to meet the Growth Engine service levels, Ordermentum reserves the right to remove your products from Growth Engine.
   5. For the purposes of clause 2.2, Ordermentum will determine, acting reasonably, whether or not an order has been placed by a New Customer. In general, we will assume that any Venue which is not included as your existing customer during your registration of your Account and has placed an order with you on the Platform is a Growth Engine Customer, unless you notify us otherwise and provide evidence to the contrary.
      
      
3. . Direct Debit Services
   1. By agreeing to the Direct Debit Request attached to the Commercial Schedule, you authorise Ordermentum (or its agents) to arrange for funds to be debited from your nominated financial institution account (Nominated Account).
   2. We will give you at least 14 days’ notice in writing of any changes to the terms of the drawing arrangements.
   3. We will keep information relating to your Nominated Account confidential in accordance with our Privacy Policy, except where required for the purposes of conducting direct debits with your financial institution.
   4. Where the due date is not a Business Day we will draw from your Nominated Account on the next Business Day.
   5. It is your responsibility to:
      1. Ensure your Nominated Account can accept direct debits;
      2. Ensure that there are sufficient clear funds available in the Nominated Account to meet each drawing on the due date (if there are insufficient clear funds, you may be charged a fee and/or interest by your financial institution or incur fees or charges imposed or incurred by us);
      3. Advise immediately if the Nominated Account is transferred or closed or your account details change;
      4. Arrange a suitable alternate payment method if we cancel the drawing arrangements; and
      5. Ensure that all authorised signatories nominated on the Nominated Account authorise the Direct Debit Request.
   6. Subject to the terms and conditions of your Nominated Account and Ordermentum’s Terms, you may alter the drawing arrangements. You should provide us such advice by contacting support@ordermentum.com at least 7 Business Days prior to the drawing date for any of the following:
      1. Changing your nominated account number
      2. Deferring a drawing
      3. Altering a DDR schedule
      4. Cancelling the drawings completely
   7. If you require further information, please contact us. Alternatively, you can also contact your financial institution.
   8. If you believe that there has been an error in debiting your account, you should notify us as soon as possible. We will notify you in writing of our determination and the amount of any adjustment that will be made to your Nominated Account (if any). We will arrange for your financial institution to adjust your Nominated Account by the applicable amount (if any). Alternatively, you can also contact your financial institution.
   9. The details of your drawing arrangements are contained in the above Direct Debit Request.
   10. We reserve the right to cancel the drawing arrangements if three consecutive drawings are dishonoured by your financial institution, and to arrange with you an alternative payment method. Please refer to the terms and conditions of your Nominated Account to see whether dishonour fees apply.
       
       
4. AI-Powered Functions
1. The AI-Powered functions are provided to assist with predictive analytics, demand forecasting, inventory optimisation, and personalised recommendations. While Ordermentum strives for accuracy and reliability, the AI-Powered function outputs are based on statistical models and historical data, which may not always predict future outcomes correctly. 
2. The customer acknowledges and agrees that all decisions made based on the AI-Powered function outputs are the customer's sole responsibility. Ordermentum shall not be liable for any consequences from business decisions made using the AI-Powered functions.

Services for Venues

These Product-Specific Terms apply to Venues:

5.  Xero Invoice Synchronisation

4.1  Without limiting any provision of the Terms, you acknowledge that we may use any data we get access to through the Xero Invoice Synchronisation Service to help improve or maximise the benefits you get from Ordermentum, including by engaging additional Suppliers and offering you new Services.

6. Ordermentum Rewards

5.1  These terms form the basis of the Ordermentum Rewards program and are intended to protect Venues and Suppliers who sign-up for Ordermentum Rewards (Members) and Ordermentum.  

5.2  Ordermentum reserves the right to make any changes to Ordermentum Rewards or the Terms at any time, including the way in which Points are earned and redeemed, rates at which points can be earned or redeemed, ways to redeem points and the expiry of accrued Points.  Points can generally not be earned in conjunction with any other offer or promotions on the Platform.

5.3  Ordermentum Rewards is only available to Members who are actively trading on the Platform in adherence with the Terms. If we reasonably suspect that a Member has breached the Terms, then we may suspend that Member’s membership of Ordermentum Rewards.

5.4  We may enable you to earn Points for certain eligible actions on the Platform.  We do not guarantee that Points will be earned in relation to any specific actions and reserve the right to amend the actions for which you can earn points and the amount of points earned for any action at any time.

5.5  You may subsequently redeem these Points for points from a Rewards Partner or any other method we make available from time-to-time. 

5.6  We are not agents, representatives or promoters of the Rewards Partner programmes. It is your responsibility to read any terms and conditions that apply to a Rewards Partner program and you acknowledge that we are not responsible for, and have not made any warranty in relation to, the benefits that you may accrue from any Rewards Partner programmes or any change to the value of those benefits over time .

5.7  We have no liability for any impact to you due to changes in the terms, availability or failure of any third-party reward programme.  Information that we provide to you, including on our Website or application, in relation to the  Rewards Partner program has been obtained from third-party providers. We are not responsible for any misrepresentation or false information obtained from third parties.

5.8  Without limiting our Privacy Policy, you acknowledge that you expressly authorised us to disclose any of your personal,  business, or other data to the Rewards Partner, or service providers for the purpose of operating Ordermentum Rewards or providing our Services.

5.9  You are liable for any and all taxation implications relating to the Services, including your participation in any rewards or loyalty program, which may result in you receiving Points or other benefits as a result of using our Services.

5.10  All Points in a Member’s account will expire at midnight Sydney, Australia time at the end of the 12th consecutive month for which the Member has not earned Points in Ordermentum Rewards or converted or redeemed Points. Points are deemed to be earned on the date of eligible action.  Points cannot be re-credited once they have expired.

5.11  Definitions:

a. Member means a Venue or Supplier which has signed-up for Ordermentum Rewards.
b. Ordermentum Rewards means the rewards program operated by Ordermentum.
c. Points means points awarded to Members of Ordermentum Rewards pursuant to these Terms.
d. Rewards Partner means Qantas Business Rewards  into which Ordermentum Rewards Points may be transferred.

5.12  Rewards Partner Integration

a. Ordermentum Points can be transferred to Qantas Points when Members log into their Ordermentum Account and select  to manually transfer the points to Qantas Business Rewards. The Ordermentum Member must be a Qantas Business Rewards member to earn Qantas Points for business. A one-off join fee of $89.50 including GST normally applies, however this will be waived for Ordermentum Rewards Members. Membership and Qantas Points are subject to the Qantas Business Rewards Terms and Conditions. Qantas Points for businesses are offered under the Ordermentum Rewards T&Cs.

b. Ordermentum Point can be transferred for 1 Qantas Point. Qantas Points will be loaded to the Qantas Business Rewards account within 24-48 hours of the manual transfer.

c. Any claims on relation to missing Qantas Point must be made directly with Ordermentum Rewards in the first instance by emailing support@ordermentum.com