Terms and Conditions | Ordermentum

LAST UPDATED 7 DEC 2022

Welcome to Ordermentum and thanks for choosing us to help you trade smarter and more sustainably! By signing up for a Business Account (as defined in Clause 16) with us or, where a Business Account is not required for your use of our Services, by using any of our Services (as defined in Clause 16, including just browsing one of our websites), you are agreeing to be bound by the following terms and conditions – including any documents referenced like our Privacy Policy and any Commercial Schedule agreed with Suppliers (referred to as the “Terms”). These Terms supersede any previous agreement between you and Ordermentum.

As used in these Terms, “we”, “us”, “our” and “Ordermentum” means Ordermentum Pty Ltd (ACN 600 457 412), and “you” means the Supplier, Venue or Public User as the case may be (each term as defined in Clause 16) and any of its affiliates.

Ordermentum provides a digital commerce platform (referred to as the “Platform” in these Terms) to help suppliers of food, beverage, packaging and more (referred to as “Suppliers” in these Terms) and hospitality venues and other retail outlets (referred to as “Venues” in these Terms) trade smarter and more sustainably. Among other features, this Platform helps Suppliers capture digital orders and payments, generate documentation in connection with those orders, manage and interact with their customers and grow their business through insights and finding new customers. The Platform also helps Venues place digital orders and payments with existing suppliers, discover and connect with new suppliers and grow and improve their business through insights and other services. Any such service or services offered by Ordermentum from time-to-time are referred to in these Terms as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to these Terms. You can review the current version of the Terms at any time at https://www.ordermentum.com/terms-conditions and we have specific terms for certain Services, which you can review at https://www.ordermentum.com/product-terms.

These Terms set out your rights and responsibilities when you use Ordermentum.com, our mobile apps, and the other Services we provide, so please read it carefully. If you don’t agree with the Terms, you may not use our Platform or Services.

To provide you with maximum transparency and comply with supplier disclosure obligations under the Fair Trading Act 1987 (NSW), we draw your attention to the following clauses 8, 9 and 11 of these Terms and the Product Specific Terms, which you may find important before you start to use our Services.

Please read the Terms, including any document referred to in these Terms, for the complete picture of your legal requirements. Be sure to check back occasionally for updates.

Please see clause 15 (Definitions) for the meaning of all capitalised terms.

Account Terms
1. This clause 1 does not apply to Public Users.
2. Unless you are a Public User, to access the Platform and use the Services, you must register for a Business Account with us. To complete your Business Account registration, you must provide us with your full legal name, business address, phone number, a valid email address and any other information indicated as required. Ordermentum may reject your application for a Business Account (or any associated User Account) for any reason, at our sole discretion.
3. Any individual authorised to open or operate your Business Account and any Authorised User must be the older of: (i) 18 years, or (ii) at least the age of majority in all relevant jurisdictions.
4. You confirm that you are using the Platform and receiving any Services provided by Ordermentum for the purposes of carrying on a business activity and not for any personal, household or family purpose.
5. You acknowledge that Ordermentum will use the email address you provide on opening a Business Account or as updated by you from time to time as the primary method for communication with you (Primary Email Address). You must monitor the Primary Email Address you provide to Ordermentum and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Ordermentum can only be authenticated if they come from your Primary Email Address.
6. You are responsible for keeping your password secure. Ordermentum cannot and will not be liable for any loss or damage from your failure to maintain the security of your Business Account and password.
7. Questions about the Terms should be sent to our support team (support@ordermentum.com). Ordermentum reserves the right to charge for support in its discretion.
8. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, or access to the Platform without the express written permission by Ordermentum.
9. You agree not to work around, bypass, or circumvent any of the technical limitations of the Platform, use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble or otherwise reverse engineer the Platform.
10. You agree not to access the Platform or monitor any material or information from the Platform using any robot, spider, scraper, or other automated means.
11. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Ordermentum or its affiliates or generated via the Platform.
Account Activation and Usage
1. This clause 2 does not apply to Public Users.
2. Upon signing up for the Platform by opening a Business Account, you will become the contracting party for the purposes of our Terms and will be the person who is authorised to use the Business Account (referred to in these terms as the “Business Account Owner”). You are responsible for ensuring that your full legal name and all other information required by us are included in all relevant documentation.
3. By accessing the Platform or using our Services through or in connection with your Business Account, you confirm, adopt and ratify the opening of your Business Account with us and must not dispute the authority of the individual opening your Business Account on your behalf or your ownership of your Business Account.
4. You warrant that you have the authority to act on behalf of any person for whom you are using the Platform and are taken to have agreed to these Terms on their behalf.
5. You can create user accounts allowing your staff to access the Business Account (these staff will be “Authorised Users” under these Terms). You can grant these Authorised Users important rights and controls over your Business Account. You are responsible for who you allow to have access to your Business Account and any actions they take. You agree that our responsibilities do not extend to the internal management or administration in relation to your Business Account on the Platform for you. You are also responsible for (a) ensuring your Authorised Users comply with these Terms; and (b) any breach of these Terms by your Authorised Users. You acknowledge and agree that you will be responsible for the performance of your obligations under these Terms, regardless of whether you sublicense or subcontract any such obligations to any third party, including but not limited to any of your affiliates or subsidiaries.
6. In the event of a dispute regarding the ownership of any Business Account or User Account, we reserve the right to request documentation to determine or confirm Business Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of the status of a User Account owner as an employee of an entity.
7. Ordermentum reserves the right to determine, in our sole discretion, rightful Business Account ownership and transfer a Business Account to the rightful Business Account Owner. If we are unable to reasonably determine the rightful Business Account Owner, without prejudice to our other rights and remedies, Ordermentum reserves the right to temporarily suspend or disable a Business Account until resolution has been determined between the disputing parties. All User Accounts associated with a Business Account will be dealt with accordingly in our sole discretion.
Ordermentum Rights
1. Right to Modify Platform
  The Platform has a range of features and functionalities. Not all features and functionalities will be available to all Venues, Suppliers or Public Users at all times and we are under no obligation to make any features or functionalities available in any jurisdiction. Except where prohibited in these Terms or by applicable law, we reserve the right to modify the Platform or any part thereof for any reason, without notice and at any time.
2. Inappropriate Materials
  Ordermentum does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Platform, including if we determine in our sole discretion that the goods or services that you offer through the Platform, or the Materials uploaded or posted to the Services, violate these Terms.
3. No Abuse
  Verbal or written abuse of any kind (including in any user-generated content) of any Ordermentum employee or officer or any Venue, Supplier or Authorised User will result in immediate termination of the Business Account and/or User Account in our sole discretion.
4. No Exclusivity
  The Platform is an open platform designed to help the whole food and beverage industry trade smarter and more sustainably. We reserve the right to allow access to the Platform and provide our Services to your competitors and make no promise of exclusivity.
Conflict Guarantee
We are a trusted partner for our Suppliers and provide a conflict guarantee to protect our Suppliers’ relationships with their customers. Where you bring a customer to Ordermentum and continue to trade with them, we guarantee we will not actively promote rival products to those customers. We do note, however, that all Venues can search, view and order from all suppliers on Ordermentum - as they can elsewhere on the web.
Your Responsibilities
1. If you are a Supplier:
  1. You acknowledge that any contract of sale made through the Platform is directly between you and the Venue. You are the seller of record for all items you sell through the Platform. You are solely responsible for the creation and operation of your Business Account and any associated User Accounts, your Materials, the goods and services that you may sell through the Platform, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorising the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale, such as the Australian Consumer Law), or your breach of these Terms. You represent and warrant that your Business Account and any associated User Accounts, your Materials and the goods and services you sell through the Platform will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Ordermentum will not be the seller or merchant of record and will have no responsibility for your Business Account or any associated User Accounts or items sold to Venues through the Platform.
  2. You may not use the Platform for any illegal or unauthorised purpose nor may you, in the use of the Platform, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Australia. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your business or that may be held by you) in your use of the Platform and your performance of obligations under the Terms.
2. If you are a Venue:
  1. You acknowledge that any contract of sale made through the Platform is directly between you and the Supplier. For the avoidance of doubt, Ordermentum will not be the seller or merchant of record and will have no responsibility to you for goods or services you buy from Suppliers through the Platform.
  2. You may not use the Platform for any illegal or unauthorised purpose nor may you, in the use of the Platform, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Australia. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your business or that may be held by you) in your use of the Service and your performance of obligations under the Terms.
Payment of Fees
1. Fees
  1. If you are a Supplier, you will pay the Fees applicable to your use of the Platform (Platform Fees), any Fees agreed to help set you up on the Platform (Set-up Fees), Fees relating to the value of sales for which we process payments (Payment Fees), and any Fees relating to your purchase or use of any Services such as Growth Engine, Insights or other Services you choose to use from time-to-time (Additional Fees). Your Fees will be as set out in the Commercial Schedule you agree with Ordermentum at the time of joining the Platform.
  2. If you are a Venue, you will pay the Fees applicable to your purchase or use of any products or services directed at Venues that you choose to use from time to time (Venue Service Fees).
2. Payment
  1. If you are a Supplier or a Venue who opt in for any Venue Services, we may require that you keep at least one valid payment method on file with us (Authorised Payment Method) to pay for all incurred and recurring Fees and provide us with any requisite authority to charge Fees to the Authorised Payment Method.
  2. Ordermentum will charge applicable Fees to the Authorised Payment Method until the Services are terminated and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges (if any) are in Australian dollars, and all payments will be in Australian dollars.
  3. If you are a Supplier, Fees are billed monthly in arrears and will be billed on the 1st of each month (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the Primary Email Address provided. You have two weeks to bring up and settle any issues with the billing of any Fees.
  4. If you are a Venue, any Fees will be billed monthly on the anniversary date of starting to use any Venue Service.
  5. If we are not able to process payment of Fees using an Authorised Payment Method (or there is a chargeback claim made), we will make a second attempt to process payment using any Authorised Payment Method, typically 14 days later, but Ordermentum may attempt sooner. If the second attempt is not successful, we will make a final attempt, typically 14 days following the second attempt, but in certain circumstances Ordermentum may do this second attempt sooner. If our final attempt is not successful, we may suspend and revoke access to your Business Account (and the associated User Accounts) and the Platform. Your Business Account (and the associated User Accounts) will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Business Account (and the associated User Accounts) or the Platform during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Ordermentum reserves the right to terminate your Business Account (and the associated User Accounts) in accordance with clause 10.
3. No Refund
  Ordermentum does not provide refunds.
4. Changes to Fees
  We reserve the right to change our Fees or the billing period for our Fees by giving you notice in accordance with clause 11.
Confidential Information
1. As part of using the Platform and receiving the Services, you will provide us with certain Confidential Information about your business. We acknowledge and agree that Confidential Information provided by you to us in connection with the Services is your Confidential Information and, subject to clause 7.4 and the licences you have granted under these Terms to use your Data and Intellectual Property, we will not disclose or allow to be disclosed to any third party any of your Confidential Information, and shall only use such your Confidential Information for the purposes of these Terms and to perform the Services.
2. You acknowledge and agree that all the materials provided by us to you in connection with the Services are Ordermentum’s Confidential Information. These materials may include (but is not limited to) category or product insights and other information on consumer demand and suggestions, consumer preferences and Supplier or Venue case studies.
3. Subject to clause 7.4, you must not disclose or allow to be disclosed to any third party any of our Confidential Information, and you must only use our Confidential Information for the purposes of selling your Products on the Platform and any other purpose we approve in writing.
4. You and we can only disclose each other’s Confidential Information:
  1. if required to do so by law or any regulatory body or government agency or body including any relevant stock exchange;
  2. if the disclosure is made to its employees, bankers, accountants, auditors, legal or other professional advisors who are bound by confidentiality constraints similar to those contained in these Terms;
  3. to the extent the information in question is in the public domain other than as a result of a breach of these Terms; or
  4. with the prior written consent of the other.
5. You and we must take all reasonable precautions to protect the confidentiality of any Confidential Information of the other in accordance with these Terms.
6. Upon termination of these Terms:
  1. you and we must continue to keep confidential each other’s Confidential Information;
  2. upon your request, we will provide you with a download of your Confidential Information stored in the Platform (eg a record of your customers, products, orders and invoices);
  3. to the extent reasonably practicable, you must:
    1. immediately return to us all documents (whether in original or copied form) in your possession or control comprising or containing Ordermentum’s Confidential Information; and
    2. except where to do so would contravene any legal obligation, destroy all electronic files containing your Confidential Information or Ordermentum’s Confidential Information including all cache, back-up or archive copies of them; and
  4. you acknowledge that we will retain certain information in the Platform to the extent it relates to Suppliers or Venues who will continue to use the Platform or Services and for the purposes contemplated in clause 9.
Liability and Indemnity
1. Your use of our Platform and any Services is entirely at your own risk. To the extent permitted by law, we will not be liable for any loss or damage incurred or suffered by you or any third party whatsoever in connection the provision of the Platform or Services, including direct, indirect, incidental, special, consequential or exemplary damages, even if we have been advised of the possibility of such losses.
2. We rely on you to run your business. You agree to indemnify us and hold us harmless against any Liability we incur or suffer in connection with any Claim made against us arising from or in connection with:
  1. if you are a Supplier, the sale or delivery of your Products to any Venue;
  2. any information provided by you to us that is not accurate, up to date or complete or is misleading or a misrepresentation;
  3. any breach of these Terms by you, your agents, employees or contractors;
  4. any default by you, whether under these Terms or not, including but not limited to any defect in your Products or any information that you supplied to us in relation to your Products;
  5. any misuse of the Services provided under these Terms by you, your employees, contractors or agents;
  6. your infringement of the rights (including Intellectual Property) of any third party;
  7. any improper, negligent or unauthorised use by you of the Services or the Platform;
  8. your failure to comply with any applicable privacy or data protection laws;
  9. any personal injury, death or property damage caused by your acts or omissions, or those of your agents, employees or contractors in relation to delivery of your Products to retailers or otherwise; or
  10. the sale, distribution or marketing of services on your website or nominated landing page.
3. It is not necessary for us to incur a Liability or make payment before enforcing a right of indemnity conferred by clause 8.2.
4. The indemnity in clause 8.2 will not apply to the extent that any Liability arises as a result of any breach of these Terms by us or any negligent, wilful or fraudulent act or omission by us, our officers, employees, agents or contractors.
Data and Intellectual Property
1. We will collect, use, store and handle your Data in compliance with our Privacy Policy and applicable legal requirements.
2. Your Data which constitute Personal Information or Confidential Information will never be shared without anonymization or aggregation except with your consent. You hereby give us consent to share your Personal Information or Confidential Information to the extent necessary to enable or facilitate any and all features and functionalities of the Services you have opted in to be provided to you.
3. Subject to clauses 9.1 and 9.2, you acknowledge and agree that:
  1. any Supplier, Venue or their Authorised Users that you transact or interact with on the Platform will obtain an electronic record of their interactions with you, and that interaction record (whether stored on or off the Platform) may be owned by that Supplier, Venue or their Authorised Users, and you have no rights to recall or delete that interaction record; and
  2. we may use and share your Data in any manner we consider appropriate for the purposes of operating, improving or promoting the Platform or the Services.
4. We will at all times retain full ownership in all of our Intellectual Property in the Platform and the Services, including any improvements suggested by you, and we grant you during the Term a non-exclusive, non-transferrable, and non-sublicensable licence solely to facilitate your use of the Platform and our Services and strictly in accordance with these Terms.
5. You agree to grant us a royalty-free, perpetual, irrevocable, transferable and non-exclusive licence to use your applicable Intellectual Property for any purposes contemplated by these Terms in connection with the Platform or the Services.
6. You warrant to us that you (or your licensor) own all rights in the Intellectual Property mentioned in clause 9.5 and will notify us if this changes.
Term and Termination
1. If you are a Public User, these Terms apply in respect of your use of the Platform or any of our Services on an ongoing basis. If you are a Supplier or a Venue, these Terms will apply from date your Business Account is created until terminated by us or by you in accordance with these Terms and subject to any survival provisions. The period of time during which these Terms apply is referred to as the “Term”.
2. You may cancel your Business Account (and/or any associated User Accounts) and terminate the Terms at any time by contacting support@ordermentum.com and then following the specific instructions indicated to you in Ordermentum’s response.
3. Without limiting any other remedies, we may suspend or terminate your Business Account (and/or any associated User Accounts) or the Terms for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Platform or any of our Services.
4. Termination of the Terms will be without prejudice to any rights or obligations which arose prior to the date of termination.
5. Termination of these Terms will not affect any provision of these Terms which by its nature is intended to survive the termination of these Terms.
6. Upon termination of these Terms by either party for any reason:
  1. Ordermentum will cease providing you with any Services and you will no longer be able to access your Business Account (or any associated User Account);
  2. unless otherwise provided in the Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
  3. any outstanding balance owed to Ordermentum for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
  4. your Business Account will be taken offline.
7. If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
8. Without limiting anything in clauses 10.6 and 10.7, for Suppliers using Growth Engine, on termination you must either:
  1. continue to pay any Fees associated with Growth Engine sales that you are obliged to continue to pay under clause 2 of the Product Specific Terms; or
  2. at your election, pay us a break fee in compensation for forgone Growth Engine fees, with that break fee calculated as our revenue from the trailing 6 months’ sales to Growth Engine venues (which the parties agree is a fair and reasonable estimate of Ordermentum’s lost revenue it would earn if you were to continue paying the Fees under clause 2 of the Product Specific Terms).
Variation of these Terms
1. You acknowledge and agree that:
  1. we may need to update these Terms from time to time, and negotiating these updates with each Supplier, Venue or Public User would not be practical; and
  2. we may amend or vary these terms and conditions, including without limitation our payment terms and Fees at any time by giving you 30 days’ notice (Notice Period). If you do not agree with them, let us know as soon as possible. By continuing to use the Platform after the Notice Period, you will be taken to have agreed to the updated Terms.
2. If we need to implement any major changes to the Platform then we will also notify you of those major changes to the Primary Email Address.
GST
1. Words and phrases used in this clause 12 that have defined meanings in the GST Law have the same meaning as in the GST Law, unless the context indicates otherwise.
2. Unless expressly stated otherwise, the consideration for any supply under or in connection with these terms is exclusive of GST.
3. To the extent that any supply made under or in connection with these terms is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the recipient is the consideration provided under these terms for that supply (unless it expressly includes GST) plus an amount (Additional Amount) equal to the amount of that consideration (or its GST-exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.
4. The recipient must pay the Additional Amount at the same time as the consideration to which it is referable, and on the issue of an invoice relating to the supply.
5. Whenever an adjustment event occurs in relation to any taxable supply to which clause 12.3 applies:
  1. the supplier must determine the amount of the GST component of the consideration payable; and
  2. if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
  3. If either you or us are entitled under these terms to be reimbursed or indemnified by the other for a cost or expense incurred in connection with these terms, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its representative member.
Disputes
1. Any disputes between Suppliers and Venues should be resolved between yourselves.
2. In the event of any dispute between you and us in connection with the Platform or arising under these Terms, our goal is to provide you with a cost-effective means of resolving the dispute quickly. We strongly encourage you to first contact us to resolve the dispute. If your dispute is not resolved by contacting our team, all legal notices and formal disputes should be sent to our head office address, located on our website. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
General
1. You authorise us to deduct any amount due and payable by you from amounts otherwise due and payable to you under or in connection with these Terms. Any exercise by us of our rights under this clause 14.1 does not limit or affect any other rights or remedies available to us under these Terms or otherwise.
2. To the extent permitted by law and subject to any non-excludable rights, all express or implied conditions or warranties of any kind are excluded.
3. You may not assign your rights and obligations under these Terms to a third party without our prior written consent. We may assign our rights and obligations to any third party at our discretion under these Terms.
4. You agree to cooperate with us, at your own expense, in the handling of disputes with, complaints by, or investigations by, any third party or regulatory authority, that arise as a result of your use of our Services, including but not limited to those that arise out of, or relate to any incorrect information that you may have provided to us.
5. Certain events and circumstances (Force Majeure) may be completely out of our control, not reasonably foreseeable, insurmountable and prevent us from complying with our obligations under these Terms. You agree that for the duration of the Force Majeure our obligations are suspended and we are not liable for the delay or non-performance.
6. If any clause or part of any clause of these Terms is in any way unenforceable, invalid, or illegal, it is to be read down so that it is enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
7. We are acting as a contractor in performing the Services and not as an employee, agent, partner or in a joint venture. We do not owe you any fiduciary obligations and you do not owe us any annual leave.
8. These Terms constitutes the entire agreement between you and us. All representations and prior agreements in relation to the subject matter of these Terms are merged in and superseded by these Terms.
9. These Terms are governed by the laws in force in New South Wales and you and us agree to be bound by the non-exclusive jurisdiction of the Courts of New South Wales and any courts competent to hear appeals from those courts.
Documents Incorporated into these Terms
1. The following documents are incorporated into these terms by reference to form a single contract:
  1. Product Specific Terms;
  2. Privacy Policy;
  3. User Terms; and
  4. for Suppliers, the Commercial Schedule agreed between the parties,
    (Each an Incorporated Document).
2. The Incorporated Documents are governed by These Terms, including without limitation provisions regarding definitions, variation and termination.
3. In the event of any inconsistency between any Incorporated Document and these Terms, the Incorporated Document shall prevail.
Definitions
1. Additional Amount is defined in clause 12.3.
2. Additional Fees is defined in clause 6.1.
3. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
4. Authorised Payment Method is defined in clause 6.2.1.
5. Authorised User means a person who is granted access to a User Account by a Business Account Owner to control or operate a Business Account.
6. Business Account means an account on the Platform owned by a Supplier or a Venue.
7. Business Account Owner is the person (being either a Supplier or a Venue) we consider to be the owner of a Business Account to whom we will grant authority to operate the Business Account and create User Accounts associated with it.
8. Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney.
9. Claim means any claim, notice, demand, action, proceeding, litigation, investigation or judgment whether based in contract, tort, statute or otherwise.
10. Confidential Information includes any information that is not publicly available about the disclosing party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, financial, accounting, marketing and technical information, customer and supplier lists (including prospective retailer and supplier information), ideas, concepts, knowhow, intellectual property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential”.
11. Commercial Schedule means the schedule of Fees agreed between a Supplier and Ordermentum as part of the Supplier signing-up for the Platform.
12. Data means any information or data provided to us or generated on or through the Platform or any Services.
13. Fees means Subscription Fees, Payment Fees, Set-up Fees, Additional Fees or Venue Service Fees, as applicable.
14. Force Majeure is defined in clause 14.4.
15. Growth Engine is defined in the Product Specific Terms.
16. GST has the meaning given to it in the GST Law.
17. GST Law has the same meaning as "GST Law" in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
18. Incorporated Document is defined in clause 15.1.
19. Insight is defined in the Product Specific Terms.
20. Intellectual Property means any and all right, title and interest in any invention, design, pattern, copyright, trademark, trade secret or Confidential Information, know-how, trade name, service mark, business names domain names or internet addresses, whether registered or not and which is now or may hereafter exist, and any associated or ancillary rights.
21. Liability means any liability, loss, damage, outgoing, cost and expense.
22. Material is defined in clause 1.11.
23. Notice Period is defined in clause 11.1.2.
24. Ordermentum, we, us, or our refers to Ordermentum Pty Ltd (ACN 600 457 412).
25. Payment Fees is defined in clause 6.1.
26. Personal Information has the meaning given to it in the Privacy Act.
27. Platform means the digital commerce platform operated by Ordermentum to help suppliers of food, beverage, packaging and more and hospitality venues and other retail outlets trade smarter and more sustainably, however it is named. For the avoidance of doubt, our website(s) and app(s) form part of the Platform. A reference to the Platform includes a reference to any Services to the extent the context permits.
28. Platform Fees is defined in clause 6.1.
29. Primary Email Address is defined in clause 1.5.
30. Privacy Act means Privacy Act 1988 (Cth).
31. Product means any item, supply, product or service sold, or listed for sale, on the Platform by any Supplier.
32. Public User means a user of the Platform or any of our Services for whom a Business Account is not required.
33. Services means any services we provide to you through or in connection with the Platform.
34. Service Fees means the fees outlined on the Platform or in the Commercial Schedule (if applicable).
35. Set-Up Fees is defined in clause 6.1.
36. Supplier means any supplier of Products on the Platform.
37. Terms is defined in clause 10.1.
38. User Account means a user account on the Platform associated with a Business Account and used to control or operate a Business Account.
39. Venue means any hospitality venues and other retail outlets listed on the Platform.
40. Venue Service means any Service we may provide or make available to Venues from time to time.
41. Venue Service Fees is defined in clause 6.1.2.
42. You or your refers to the Supplier, Venue or Public User, as the case may be.

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